Common use of Representations and Warranties of Borrower Clause in Contracts

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the Original Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or and warranty was made as of a specific datedate or updated, in which case such representation modified or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) supplemented as of a subsequent date with the consent of Majority Lenders, then in each case, such specific other date). (b) Borrower is duly authorized to execute and deliver this Amendment, and Borrower is and will continue to be duly authorized to borrow and perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderhereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it of its obligations under such Amendment Documentshereunder, and the consummation of the transactions contemplated by such Amendment Documentshereby, do not and will not (ai) conflict with, violate or result in a breach of any provision of (i), 1) Law applicable to its knowledge, any Lawit, (ii2) its Organizational Documentsorganizational documents, or (iii3) any material agreement, judgment, license, order or material license or permit applicable to or binding upon it, (bii) result in the acceleration of any Indebtedness owed by it, or (ciii) result in or require the creation of any consensual Lien upon any of its material assets or properties properties, except as expressly contemplated in, or permitted in by, the Loan Documents. Except (x) as expressly contemplated in, or permitted by, the Loan Documents, disclosed in the Amendment Documents and (y) such as have been obtained Disclosure Schedule or made and are in full force and effect, disclosed pursuant to its knowledgeSection 6.4 of the Credit Agreement, no permit, consent, approval, authorization or order of, and no notice to or filing filing, registration or qualification with, any Governmental Authority or third party is required on the part of or in Borrower pursuant to the provisions of any material Law applicable to it as a condition to its respect in connection with the execution, delivery or performance by it of any Amendment Document this Amendment, or to consummate any the transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, this Amendment and each of the Loan Documents, as amended hereby, will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Bank to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender Bank that: (a) All representations and warranties made by Borrower it in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower It has duly taken all corporate limited liability company action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower it of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsorganizational documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness indebtedness owed by it, or (c) result in or require the creation of any Lien lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order The Seller and Cloud Peak make the following representations and warranties to induce the Forbearing Parties as of each Lender to enter into this Amendment, Borrower represents of the date hereof and warrants to Administrative Agent and each Lender thatthe Effective Date: (a) All each of the representations and warranties made (other than (i) any representation and warranty which would not be true by Borrower virtue of the Specified Termination Events and Specified Breaches and (ii) with respect to Cloud Peak, the representation and warranty set forth in any Loan Section 2(f) of Exhibit III to the RPA) by the Seller and Cloud Peak set forth in the RPA and each other Transaction Document to which it is a party are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (respects, except to the extent that such representation or warranty was made as of a specific date, representations and warranties specifically refer to an earlier date in which case such representation or warranty they shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific earlier date).; (b) Borrower other than the Specified Termination Events, no Termination Event has duly taken all corporate action necessary to authorize the execution occurred and delivery by it is continuing, and other than as a result of the Amendment Documents Specified Breaches, no Unmatured Termination Event has occurred and is continuing; (c) the execution, delivery and performance by the Seller and Cloud Peak of this Agreement and any other documents entered into in connection therewith are (i) within their powers, (ii) have been duly authorized by all necessary limited liability company action, respectively, (iii) do not contravene any provision of their operating agreements, (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, (v) do not conflict with or result in a material breach or termination of, constitute a material default under or accelerate or permit the acceleration of any performance required by any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which it or any of its obligations thereunder. property is bound, (cvi) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, creation or (c) result in or require the creation imposition of any Lien upon any of its assets or properties except as expressly contemplated or permitted property other than those in favor of the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents Administrator and (yvii) such as have been obtained do not require any material consent or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, approval of any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; and (d) This Amendment is, each of this Agreement and the any other Amendment Documents when duly executed and delivered will be, documents entered into in connection therewith constitutes a legal, valid and binding obligations obligation of it, the Seller and Cloud Peak enforceable against it them in accordance with their terms its terms, except as such enforcement may be to the extent limited by applicable bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally, and by general equitable principles of equity(whether considered in a proceeding in equity or at law).

Representations and Warranties of Borrower. In order to To induce each Lender to enter into this AmendmentLoan Agreement, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations a. Borrower is a validly formed limited partnership that has been duly organized and warranties made by Borrower exists and is in any Loan Document are true good standing under the laws of the State of Delaware, the jurisdiction in which it was organized, has the lawful power to own its properties and correct to engage in the business it conducts, and is duly qualified to do business in all material respects (without duplication of any materiality qualifier contained therein) on and as of time other states where the nature of the effectiveness hereof as if business transacted by it or Property owned by it makes such representations and warranties had been made as of the time of the effectiveness hereof (qualification necessary, except to the extent that such representation the failure to qualify would not create a Material Adverse Effect; b. Borrower is not in default with respect to any Contractual Obligation so as to have a Material Adverse Effect on the consolidated financial condition of Borrower; c. The execution, delivery and performance of the Loan Documents will not immediately or warranty was made as with the passage of time, or the giving of notice, or both: i. Violate the Organizational Documents governing Borrower, or violate any Laws or result in a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication default under the terms of any materiality qualifier contained therein) as Contractual Obligation to which Borrower is a party or by which Borrower or its respective Properties is bound; or ii. Result in the creation or imposition of such specific date).any Lien upon any of the Property of Borrower, except the Liens in favor of Lender; (b) d. Borrower has duly taken all corporate action necessary the power and authority to authorize enter into and perform the execution and delivery by it of the Amendment Loan Documents to which it is a party or is bound, and to incur obligations, and has taken all action necessary to authorize the consummation execution, delivery and performance of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a partyparty or is bound; e. The Loan Documents, the performance by it when delivered, will be legally valid and binding Contractual Obligations, enforceable in accordance with their respective terms; f. Borrower has good and marketable title to all of its obligations under Property and such Amendment Property is not subject to any Lien, except for Permitted Liens; g. Borrower’s financial statements have been and will be prepared and presented and hereafter will present fully and fairly the financial condition of Borrower on the dates thereto and the results of operations for the periods covered thereby. There have been no conditions so as to create a Material Adverse Effect in the financial condition or business of Borrower since the date of Borrower’s most recent quarterly financial statements, as filed with the Securities and Exchange Commission; h. Except as otherwise permitted herein, Borrower has filed all federal, state and local tax returns and other reports that it was required by Law to file prior to the date hereof and that are Material to the conduct of its business; has paid or caused to be paid all taxes, assessments and other similar governmental charges that were due and payable prior to the date hereof; have made adequate provision for the payment of taxes which are accruing but not yet payable; and have no knowledge of any deficiency or additional assessment in a Material amount in connection with any taxes which has not been provided for on their books; i. To the best of its knowledge, after due diligence in investigating relevant matters, except as otherwise disclosed or to the extent that the failure to comply would not be Material to the conduct of the business of Borrower, it has complied with all applicable laws with respect to: i. The products that it produces or sells or to the services it performs; ii. The conduct of its businesses; and iii. The use, maintenance and operation of the Properties owned or leased by it; j. No representation or warranty by Borrower, as to its best knowledge, after due diligence in investigating relevant matters, contained herein or in any certificate or other document furnished pursuant hereto, or in the Loan Documents, contains any untrue statement of Material fact or omits to state a Material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made; k. To the best knowledge of Borrower, after due diligence in investigating relevant matters, each consent, approval or authorization of, or filing, registration or qualification with, any Person required to be obtained or effected by Borrower in connection with the execution and delivery of the consummation Loan Documents, or the undertaking or performance of any obligation thereunder, has been duly obtained or effected; l. No part of the proceeds of the Loan(s) will be used, directly or indirectly, for the purpose of purchasing or carrying or trading in any securities in violation of Regulation U. If requested by Lender, Borrower shall furnish to Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U. No indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U. “Margin stock” within the meanings of Regulation U does not constitute more than 25 percent of the value of the consolidated assets of Borrower. None of the transactions contemplated by such Amendment Documentsthis Loan Agreement (including without limitation, do not and the direct or indirect use of the proceeds of the Loans) will not (a) conflict with, violate or result in a breach violation of any provision the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation U or X; m. Borrower is not subject to regulation under the Public Utility Holding Company Act of 2005 or the Federal Power Act or the Investment Company Act of 1940, each as amended. In addition, Borrower is not (i)) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company, or (ii) a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 2005, as amended; n. Borrower has obtained all material licenses, permits, franchises or other governmental authorizations necessary to the ownership of its knowledge, Property and to the conduct of its businesses; o. Borrower is not in violation of any Law, (ii) its Organizational Documentswhich violation could reasonably be expected to have a Material Adverse Effect; and p. Borrower is current with all Material reports and documents, if any, required to be filed with any state or (iii) any material agreement, judgment, license, order federal securities commission or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents similar agency and (y) such as have been obtained or made and are is in full force compliance in all Material respects with all applicable rules and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part regulations of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentssuch commissions. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower hereby represents and warrants to the Administrative Agent and each Lender that: (a) All the representations and warranties made by of Borrower contained in any Loan Document the Credit Agreement are true and correct in all material respects (without duplication except in the case of any representation and warranty qualified by materiality qualifier contained thereinor Material Adverse Effect, which is true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication except in the case of any representation and warranty qualified by materiality qualifier contained thereinor Material Adverse Effect, which is true and correct in all respects) as of such specific earlier date).; (b) Borrower no Unmatured Event of Default, Event of Default or Accelerated Amortization Event has duly taken all corporate action necessary to authorize the execution occurred and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.continuing; (c) The execution the Borrower has all requisite power and delivery by Borrower of the Amendment Documents authority and all requisite governmental licenses, permits, authorizations, consents and approvals to which it is a partyexecute, the performance by it of deliver and perform its obligations under such Amendment Documents, this Agreement and the consummation of the transactions contemplated by such Amendment Documents, do not and will not Facility Documents as amended hereby; (ad) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitapproval, consent, approvalexemption, authorization authorization, or order ofother action by, and no or notice to to, or filing with, any Governmental Authority or third party any other Person is necessary or required on the part of or in its respect in connection with the execution, delivery or performance by it by, or enforcement against, the Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Agreement; and (de) This Amendment is, and the other Amendment Documents when this Agreement has been duly executed and delivered will be, by the Borrower and constitutes a legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms except as such enforcement may be limited by its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application relating other laws affecting creditors’ rights generally and subject to the enforcement of creditors ‘ rights and by general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to the Administrative Agent and each Lender the Lenders that: (a) All representations Borrower’s execution, delivery and warranties made performance of this Amendment, and the consummation of the transactions contemplated hereby, are within its company authority, have been duly authorized by all necessary company action, and do not conflict with, or constitute a breach of, or a default under, (i) its charter or bylaws, (ii) any provision of law, (iii) any agreement or instrument binding upon Borrower, or (iv) any court or administrative order or decree applicable to Borrower, and do not and will not require, or result in, the creation or imposition of any Lien on any asset of Borrower or any of its Restricted Subsidiaries; (b) no consent or approval of any Governmental Authority or any other Person is required for Borrower’s due execution, delivery and performance of this Amendment; (c) this Amendment has been duly executed and delivered by Borrower; (d) this Amendment is Borrower’s legal, valid and binding obligation, enforceable against Borrower in any Loan Document are accordance with its terms, except to the extent limited by Debtor Relief Laws and by general principles of equity; (e) after giving effect to this Amendment, each representation and warranty set forth in Section 9 of the Credit Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof with the same effect as if such representations made on and warranties had been made as of the time of the effectiveness date hereof (except to the extent that any such representation or warranty was is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be was true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).; and (bf) Borrower has duly taken all corporate action necessary after giving effect to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgethis Amendment, no permit, consent, approval, authorization Event of Default or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part Unmatured Event of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment DocumentsDefault exists. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Article V of the Original Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had have been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation representations or warranty was warranties were made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders and Administrative Agent, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as on and of such specific date). (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby do not and will not (a) conflict with, violate or result in a breach of any provision of with (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of Borrower, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower in any material respect, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower of any this Amendment Document or to consummate any transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles of equitygeneral application. (e) The most recent financial statements of Borrower delivered to Lenders pursuant to Sections 6.2(a) and (b) of the Credit Agreement fairly present Borrower’s financial position as of the respective dates thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower (i) is formed for the sole purpose of acquiring and warranties made by Borrower holding the SINA Shares, (ii) is duly incorporated, validly existing and in any Loan Document are true good standing under the Laws of the jurisdiction of its formation, (iii) is duly qualified and correct in good standing as a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and where, in each case, failure so to qualify and be in good standing could have a Material Adverse Effect, and (iv) has all material respects (without duplication of any materiality qualifier contained therein) requisite company or other power and authority to own or lease and operate its properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of this Agreement and the Amendment other Facility Documents and the grant of the security interest contemplated hereby with respect to which it is a partythe Collateral are within its company powers, the performance have been duly authorized by it of its obligations under such Amendment Documentsall necessary company action, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene Borrower’s Organizational Documents, (ii) contravene any contractual restriction binding on it or require any consent under any agreement or instrument to which it, the Principal or SINA is a party or by which any of its Organizational Documentsproperties or assets is bound, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien Liens upon any property or assets of its assets Borrower other than Liens permitted by Section 5.02(b)(ii), or properties (iv) violate any Law (including, but not limited to, the Securities Act of 1933, the Exchange Act and the regulations thereunder, and the applicable Law of BVI) or writ, judgment, injunction, determination or award. Borrower is not in violation of any such Law, writ, judgment, injunction, determination or award or in breach of any contractual restriction binding upon it, except as expressly contemplated for any such violation or permitted breach which could not reasonably be expected to result in a Material Adverse Effect. (c) Except for any filings specifically provided for in the Loan Documents. Except Pledge Agreement with respect to perfection of Liens on Collateral and any filings or approvals required in connection with the disposition of Collateral, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party (x) as expressly contemplated in the Amendment Documents and (y) such except as have been obtained or made and are in full force and effect), is required to its knowledgeauthorize, no permit, consent, approval, authorization or order of, and no notice to or filing is required in connection with, any Governmental Authority or third party is required on the part of or in its respect in connection with (i) the execution, delivery or and performance by it Borrower of any Amendment Facility Document or to consummate (ii) the legality, validity, binding effect or enforceability of any transactions contemplated by the Amendment DocumentsFacility Document. (d) This Amendment Agreement is, and the each other Amendment Documents Facility Document was or will be when duly executed and delivered will bedelivered, legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their respective terms in all respects, except as such enforcement enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application laws, affecting creditors’ rights generally or by equitable principles relating to enforceability. (e) Borrower has not incurred any Debt other than the enforcement Debt contemplated by the Facility Documents. (f) Since September 21, 2009, there has been no Material Adverse Effect. (g) There is no pending or, to the best of creditors ‘ Borrower’s knowledge, threatened action or proceeding affecting Borrower by or before any Governmental Authority or arbitrator which (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Facility Document. (h) Borrower is not required to register as an “investment company” and is not a Person “controlled by” an “investment company,” as such terms are defined in the U.S. Investment Company Act of 1940, as amended. (i) Borrower is a “foreign person” controlled by a “United States Person” for purposes of Regulation X. The Facility Documents, including the extension of credit and the withdrawal and substitution rights of Borrower, do not contemplate any actions that would violate Regulation U or X. Borrower has not taken any actions under the Facility Documents that could result in a violation of Regulation T, U, or X. (j) Borrower has good and marketable title to all of its property free and clear of Liens, other than Liens permitted by general principles Section 5.02(b). Borrower has not made or consented to, or is aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in any of equitythe foregoing including, but not limited to, the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than any filings regarding Lender’s Liens under the Facility Documents. (k) Borrower has not granted any Person, other than a BAC-ML Entity, any rights or options in the Collateral.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: a. Each of Borrower and its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority (aincluding, without limitation, all governmental licenses, permits and other approvals) All representations to own, lease and warranties made by Borrower in any Loan Document are true operate its properties and correct in all material respects (without duplication of any materiality qualifier contained therein) to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution b. The execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documentsthis Agreement and each other Document, and the consummation of the transactions contemplated hereby, are within Borrower’s organizational powers, have been duly authorized by such Amendment Documentsall necessary organizational action, and do not and will not (a) conflict with, violate or result in a breach of any provision of (i)) contravene Borrower’s governing documents, to its knowledge, material contracts or any Lawapplicable law or regulations, (ii) its Organizational Documentsviolate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of any material agreement, judgment, license, order contractual restriction binding on or permit applicable to affecting Borrower or binding upon itany of its subsidiaries or any of their properties, (biv) result in an act that would be prohibited by or materially different from Borrower’s definitive Proxy Statement filed on Schedule 14A filed with the SEC on May 8, 2018 (the “Proxy Statement”) or (v) result in the acceleration creation or imposition of any Indebtedness owed by it, lien on any assets of Borrower or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, subsidiaries. c. No authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery or and performance by it Borrower of any Amendment Document or to consummate (ii) the exercise by Lender of its rights under any transactions contemplated by the Amendment DocumentsDocument. (d) d. This Amendment isAgreement has been, and the other Amendment Documents each Document when delivered hereunder has been or will have been, duly executed and delivered by Borrower. This Agreement is, and each other Document when delivered hereunder will be, the legal, valid and binding obligations obligation of it, Borrower enforceable against it Borrower in accordance with their respective terms. e. The consolidated balance sheet of Borrower and its subsidiaries as at December 31, 2017, and the related consolidated statements of income and cash flows of Borrower and its subsidiaries for the fiscal year then ended, accompanied by an opinion of Xxxxxx LLP, independent public accountants, fairly present the consolidated financial condition of Borrower and its subsidiaries as at such date and the consolidated results of the operations of Borrower and its subsidiaries for the period ended on such date, all in accordance with applicable accounting rules consistently applied. f. Since December 31, 2017, there has been no material adverse change to the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower or Borrower and its subsidiaries taken as a whole. g. There is no pending or threatened action, suit, investigation, litigation or proceeding, affecting Borrower or any of its subsidiaries before any governmental or regulatory authority or arbitrator. h. Borrower and each of its subsidiaries has filed, has caused to be filed or has been included in all tax returns (national, departmental, local, municipal and foreign) required to be filed and has paid all taxes due with respect to the years covered by such returns. i. Borrower and each of its subsidiaries is in compliance with all applicable laws and requirements of all governmental and regulatory authorities. j. The transaction contemplated under this Agreement and the transactions involving MEA Energy Investment Company 2, Ltd (“MEA”), including the Forward Purchase Agreement dated as of April 27, 2018 between Borrower and MEA in the terms except described in the Proxy Statement, are on terms that are fair and reasonable and no less favorable to Borrower or such subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate (as defined below). k. Each Document is in proper legal form under the law of the British Virgin Islands for the enforcement thereof against Borrower under the law of the British Virgin Islands. l. Borrower’s obligations under this Agreement constitute direct, unconditional, unsubordinated and unsecured obligations of Borrower and do rank and will rank pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated debt of Borrower. m. Borrower is not required to register as an “investment company”, as such enforcement may be limited term is defined in the Investment Company Act of 1940, as amended. n. No information, exhibit or report furnished by bankruptcyor on behalf of Borrower to Lender in connection with the negotiation of this Agreement or any other Documents or pursuant to the terms of any Document contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. o. Borrower is, insolvency before and after giving effect to the Loan and all other borrowings, individually and together with its subsidiaries, solvent. p. Borrower and its subsidiaries are conducting their business in compliance with laws, rules, regulations and requirements of any jurisdiction applicable to Borrower or any of its subsidiaries, in each case, as amended from time to time, concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and all other applicable anti-bribery and corruption laws (“Anti-Corruption Laws”). Borrower and its subsidiaries, directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates, agents and other persons acting for the benefit of Borrower, are in compliance with all Anti-Corruption Laws and are not under investigation for or being charged with any violation of Anti-Corruption Laws. Borrower and its subsidiaries, and their respective directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates and agents are in compliance with all applicable economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, and/or the European Union and/or the French Republic, and/or Her Majesty’s Treasury (“Sanctions”). Borrower has implemented and maintains in effect policies and procedures to ensure compliance by Borrower and its subsidiaries, and its and their respective directors, officers, employees, Affiliates and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. q. None of Borrower or its subsidiaries or any of their respective directors, officers, or employees or, to the knowledge of Borrower after due inquiry, its agents or Affiliates or those of its subsidiaries is a person that is, or is 50% or more owned or controlled by Persons that are, (i) the subject of Sanctions (a “Sanctioned Person”) or (ii) located in, or organized under the laws of, a country or territory that is the subject of Sanctions broadly prohibiting dealings with such government, country or territory (a “Sanctioned Jurisdiction”). r. The operations of Borrower and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, as amended, the applicable money laundering statutes of all jurisdictions where Borrower or any of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar Laws rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and, no action, suit or proceeding by or before any court or governmental authority or body or any arbitrator involving Borrower or any of general application relating its subsidiaries with respect to the enforcement Anti-Money Laundering Laws is pending or, to the knowledge of creditors ‘ rights Borrower after due inquiry, threatened. s. No Default or Event of Default has occurred and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas follows: (a) All the execution, delivery and performance by Borrower of this Amendment have been duly authorized by all necessary corporate action of Borrower and do not and will not require any registration with, consent or approval of, notice to or action by, any Person in order to be effective and enforceable; (b) the execution, delivery and performance by Borrower of this Amendment will not violate the articles of incorporation, bylaws or any other agreement to which Borrower is a party or by which the property of Borrower may be bound; (c) the Loan Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, without defense, counterclaim or offset; (d) the representations and warranties made contained in the Loan Agreement (as amended by Borrower in any this Amendment) and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date hereof as though made on and as of the effectiveness hereof as if date hereof, except to the extent such representations and warranties had been made as of the time of the effectiveness hereof (except relate to the extent that such representation or warranty was made as of only a specific prior specified date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).; (be) Borrower has duly taken is in full compliance with all corporate action necessary to authorize the execution covenants and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted agreements contained in the Loan Documents. Except (x) Agreement, as expressly contemplated in the Amendment Documents amended by this Amendment, and (y) all such as have been obtained or made covenants and are agreements are, and shall remain, in full force and effect; and (f) no Default or Event of Default is continuing as of the date hereof after giving effect to, to its knowledge, no permit, consent, approval, authorization nor shall any Default or order Event of Default occur as a result of, the execution and no notice to delivery hereof, or filing withthe Borrower's performance of the obligations herein or under the Loan Agreement, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsas amended hereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderthereunder and will provide Lender with any approval thereof at the next scheduled meeting of Borrower’s board of directors. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it Borrower of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), ) to its Borrower’s knowledge, any Law, (ii) its Organizational Borrower’s Organization Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its the assets or properties of Borrower except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its Borrower’s knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of Borrower in connection with the execution, delivery or performance by it Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations Borrower (i) is duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the Laws of the jurisdiction of its organization, (ii) is duly qualified and correct in good standing as a foreign corporation in each other jurisdiction in which it is required to be licensed and where, in each case, failure to so qualify and be in good standing could result in a Material Adverse Effect, and (iii) has all requisite company power and authority to own or lease and operate its material respects (without duplication of any materiality qualifier contained therein) properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) The execution, delivery and performance by Borrower has duly taken all corporate action necessary to authorize of this Agreement and the execution other Facility Documents (when delivered) and delivery by it the grant of the Amendment Documents security interest contemplated hereby with respect to the Collateral are within its company powers, have been duly authorized by all necessary company action, and do not (i) contravene Borrower’s Organization Documents, (ii) contravene any material contractual restriction binding on it or require any consent under any agreement or instrument to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which any of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it material properties or assets is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Lawbound, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien Liens upon any Collateral other than Liens in favor of its assets Lender in connection with the Facility Documents or properties except as expressly contemplated (iv) violate any Law (including, but not limited to, the Securities Act, the Exchange Act, and the Investment Company Act and the regulations thereunder) or permitted writ, judgment, or injunction. (c) Except for any filings specifically provided for in the Loan Facility Documents. Except , no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party (x) as expressly contemplated in the Amendment Documents and (y) such except as have been obtained or made and are in full force and effect), is required to its knowledgeauthorize, no permit, consent, approval, authorization or order of, and no notice to or filing is required in connection with, any Governmental Authority or third party is required on the part of or in its respect in connection with (i) the execution, delivery or and performance by it Borrower of any Amendment Facility Document or to consummate (ii) the legality, validity, binding effect or enforceability of any transactions contemplated by the Amendment DocumentsFacility Document. (d) Borrower is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) This Amendment is, Agreement and the other Amendment Facility Documents when duly executed and delivered will be, are legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their respective terms except in all respects. (f) No Default or Event of Default has occurred and is continuing. (g) There are no actions, suits, proceedings, claims or disputes pending at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or against any of its properties or revenues that are reasonably likely to have a Material Adverse Effect. (h) Borrower is a “diversified” “closed-end” “management investment company” and is subject to regulation under the Investment Company Act. Borrower has elected to be treated and qualifies as such enforcement may be a “regulated investment company” within the meaning of the Code. The business and other activities of Borrower, including but not limited to, the making of the Advances by bankruptcyLender, insolvency the application of the proceeds and repayment thereof by Borrower and the consummation of the transactions contemplated by the Facility Documents do not result in any violation of the provisions of the Investment Company Act, or similar Laws of general application relating to any rules, regulations or orders issued by the enforcement of creditors ‘ rights and by general principles of equitySEC thereunder.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatFoothill as follows: (a) All the execution, delivery and performance by Borrower of this Amendment have been duly authorized by all necessary corporate action of Borrower and do not and will not require any registration with, consent or approval of, notice to or action by, any Person in order to be effective and enforceable; (b) the execution, delivery and performance by Borrower of this Amendment will not violate the articles of incorporation, bylaws or any other agreement to which Borrower is a party or by which the property of Borrower may be bound; (c) the Loan Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, without defense, counterclaim or offset; (d) the representations and warranties made contained in the Loan Agreement (as amended by Borrower in any this Amendment) and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date hereof as though made on and as of the effectiveness hereof as if date hereof, except to the extent such representations and warranties had been made as of the time of the effectiveness hereof (except relate to the extent that such representation or warranty was made as of only a specific prior specified date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).; (be) Borrower has duly taken is in full compliance with all corporate action necessary to authorize the execution covenants and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted agreements contained in the Loan Documents. Except (x) Agreement, as expressly contemplated in the Amendment Documents amended by this Amendment, and (y) all such as have been obtained or made covenants and are agreements are, and shall remain, in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.; and (df) This Amendment isno Default or Event of Default is continuing as of the date hereof, nor shall any Default or Event of Default occur as a result of the execution and delivery hereof, or the other Amendment Documents when duly executed and delivered will beBorrower's performance of the obligations herein or under the Loan Agreement, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityamended hereby.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, each Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by each Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Each Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderthereunder and will provide Lender with any approval thereof at the next scheduled meeting of any such Borrower’s board of directors. (c) The execution and delivery by each Borrower of the Amendment Documents to which it is a party, the performance by it each Borrower of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), ) to its any Borrower’s knowledge, any Law, (ii) its Organizational any Borrower’s Organization Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Borrower, (b) result in the acceleration of any Indebtedness owed by itany Borrower, or (c) result in or require the creation of any Lien upon any of its the assets or properties of any Borrower except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its each Borrower’s knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of any Borrower in connection with the execution, delivery or performance by it each Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Borrower, enforceable against it each Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to the Administrative Agent and each Lender that: (a) All The representations and warranties made by of Borrower contained in any Loan Document Section 4 of the Credit Agreement are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) as of such specific earlier date). (b) No Event of Default, Default or Early Amortization Event, or Servicer Default or any event that with the giving of notice of the lapse of time, or both, would constitute a Servicer Default has occurred and is continuing. (c) The Borrower (i) has all necessary power, authority and legal right to (A) execute and deliver this Amendment and (B) carry out the terms of this Amendment and the Credit Documents as amended hereby and (ii) has duly taken authorized by all corporate necessary limited liability action necessary to authorize action the execution, delivery and performance of this Amendment and the Credit Documents as amended hereby on the terms and conditions herein and therein provided. (d) All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution and delivery of this Amendment by it the Borrower and performance by the Borrower of the Amendment Documents to which it is a party Credit Agreement as amended hereby have been obtained. (e) The execution and to authorize delivery of this Amendment, the consummation of the transactions contemplated thereby hereby and by the Credit Documents as amended hereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower fulfillment of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, terms hereof and the consummation of the transactions contemplated by such Amendment Documents, do not and thereof will not (ai) conflict with, violate or result in a any breach of any provision of the terms and provisions of, or constitute (i)with or without the giving of notice or lapse of time or both) a default under, to its knowledge, the Organizational Documents or a default in any Lawmaterial respect under any Contractual Obligation of the Borrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, creation or (c) result in or require the creation imposition of any Lien upon any of its assets Borrower’s properties, or properties except as expressly contemplated or permitted in the Loan Documents. Except (xiii) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, violate any Governmental Authority or third party is required on the part Requirements of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment DocumentsLaw. (df) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitutes a legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or similar applicable Debtor Relief Laws of general application relating to the enforcement of creditors ‘ rights and except as such enforceability may be limited by general principles of equity (whether considered in suit at law or in equity).

Representations and Warranties of Borrower. In order to induce each Lender Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower or PAA in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or and warranty was made as of a specific datedate or updated, in which case such representation modified or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) supplemented as of a subsequent date with the consent of Majority Lenders, then in each case, such specific other date). (b) No Default or “Default” (as such term is used and defined in the PAA Credit Agreement) exists as of the date hereof. (c) Borrower is duly authorized to execute and deliver this Amendment, and Borrower is and will continue to be duly authorized to borrow and perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderhereunder. (cd) The execution and delivery by Borrower of this Amendment (and PAA of the Amendment Documents to which it is a partyConsent and Agreement attached hereto), the performance by it of its obligations under such Amendment Documentshereunder (or thereunder), and the consummation of the transactions contemplated by such Amendment Documentshereby (or thereby), do not and will not (ai) conflict with, violate or result in a breach of any provision of (i), 1) Law applicable to its knowledge, any Lawit, (ii2) its Organizational Documentsorganizational documents, or (iii3) any material agreement, judgment, license, order or material license or permit applicable to or binding upon it, (bii) result in the acceleration of any Indebtedness owed by it, or (ciii) result in or require the creation of any consensual Lien upon any of its material assets or properties properties, except as expressly contemplated in, or permitted in by, the Loan Documents. Except (x) as expressly contemplated in, or permitted by, the Loan Documents, disclosed in the Amendment Documents and (y) such as have been obtained Disclosure Schedule or made and are in full force and effect, disclosed pursuant to its knowledgeSection 6.4 of the Credit Agreement, no permit, consent, approval, authorization or order of, and no notice to or filing filing, registration or qualification with, any Governmental Authority or third party is required on the part of or in Borrower pursuant to the provisions of any material Law applicable to it as a condition to its respect in connection with the execution, delivery or performance by it of any Amendment Document this Amendment, or to consummate any the transactions contemplated by the Amendment Documentshereby. (de) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, this Amendment and each of the Loan Documents, as amended hereby, will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order 5.1 The Borrower makes the following representations and warranties to induce each Lender the Issuer and the Purchaser as of the date hereof, all of which will continue in effect subsequent to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatthe purchase of the Bonds: (a) All representations The Borrower is, and warranties made by Borrower at all times will be, a limited partnership, duly organized, validly existing and in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations State and warranties had been made as duly qualified, authorized and licensed under the laws of the time State to transact business as a limited partnership for the purpose of owning and operating a multifamily housing facility in the State. All partners, members and other entities that comprise the Borrower and are included on the Borrower’s signature page hereto (collectively, the “Partners”), are, and at all times will be organized, existing and in good standing under the laws of the effectiveness hereof (except State and are in good standing and duly qualified, authorized and licensed under the laws of the State, to the extent that such representation or warranty was made as required by applicable law. There are no other general partners of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)the Borrower. (b) The Borrower has duly taken all corporate action necessary has, and on the Closing Date will have, full legal right, power and authority (i) to authorize execute and deliver the execution Loan Documents and delivery by it of the Amendment Documents (ii) to which it is a party and to authorize the consummation of consummate the transactions contemplated thereby by this Agreement and the performance Loan Documents. The Partners have, and on the Closing Date will have, full legal right, power and authority to execute and deliver this Agreement and the other Loan Documents on behalf of its obligations thereunderthe Borrower. (c) The Prior to the acceptance hereof, the Borrower has duly authorized the execution and delivery of this Agreement and the performance by the Borrower of the Amendment Documents obligations contained herein and prior to which it is a party, the performance by it of its obligations under such Amendment Documents, Closing Date the Borrower will have duly authorized the (i) execution and the consummation delivery of the transactions contemplated by such Amendment Loan Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in performance by the acceleration Borrower of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted obligations contained in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents , and (yiii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on consummation by the part Borrower of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any all transactions contemplated by the Amendment Loan Documents. (d) This Amendment isAll consents, approvals, authorizations or orders of, notices to, or filings, registrations or declarations with, any court or governmental authority, board, agency, commission or body having jurisdiction which are required on behalf of the Borrower or for the execution and delivery by the Borrower of this Agreement and the other Amendment Loan Documents or the consummation by the Borrower of the transactions contemplated hereby or thereby have been obtained or will be obtained prior to the Closing Date. (e) The Borrower has not taken or omitted to take on or prior to the date hereof any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (f) There is no legal action, suit, proceeding, inquiry or investigation at law or in equity (before or by any court, agency, arbitrator, public board or body or other entity or person) pending or threatened against or affecting the Borrower or the Partners or, to the knowledge of the Borrower, any basis therefor (i) in any way affecting the organization and existence of the Borrower, (ii) contesting or materially affecting the validity or enforceability of this Agreement or the other Loan Documents, (iii) contesting the powers of the Borrower or its authority with respect to the Loan Documents, (iv) contesting the authority of the Partners to act on behalf of the Borrower, (v) wherein an unfavorable decision, ruling or finding would have a material adverse effect on (A) the operations of the Borrower, (B) the due performance by the Borrower of the Loan Documents as of the Closing Date, (C) the validity or enforceability of any of the Loan Documents, or (D) the transactions contemplated hereby or by any Loan Document or (vi) in any way contesting the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (g) This Agreement is, and, when duly executed and delivered by the Borrower and the other parties thereto, the Loan Documents will be, the legal, valid and binding obligations of itthe Borrower, enforceable against it the Borrower in accordance with their terms respective terms, except as such to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar Laws laws affecting creditors' rights generally, or by the exercise of general application relating to the enforcement of creditors ‘ rights and by judicial discretion in accordance with general principles of equity. (h) The execution and delivery by the Borrower of this Agreement and the Loan Documents and the consummation by the Borrower of the transactions contemplated hereby and thereby are not prohibited by, do not violate any provision of, and will not result in a breach of or default under (i) the partnership agreement of the Borrower, (ii) any applicable law, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental body or other requirement to which the Borrower is subject, or (iii) any contract, indenture, agreement, mortgage, lease, note, commitment or other obligation or instrument to which the Borrower is a party or by which the Borrower or its properties is bound. 5.2 Each of the representations and warranties set forth in this Section will survive until the Maturity Date of the Bonds. 5.3 Any certificate signed by the Borrower or the Partners and delivered to the Purchaser and/or the Issuer shall be deemed a representation and warranty by the Borrower to the Purchaser and/or the Issuer as to the statements made therein.

Representations and Warranties of Borrower. In order to induce each Lender Xxxxxxx to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower it in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower It has duly taken all corporate limited liability company and limited partnership action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower it of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsorganizational documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness indebtedness owed by it, or (c) result in or require the creation of any Lien lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower hereby represents and warrants to Administrative Agent and each Lender the Bank that: (a) All after giving effect to this Agreement, no Default or Event of Default exists under the Credit Documents; (b) after giving effect to this Agreement, the representations and warranties made by of the Borrower contained in any Loan Document Article V of the Credit Agreement are true true, accurate and correct complete in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date hereof to the same extent as though made on and as of such date except to the effectiveness hereof as if extent such representations and warranties had been made as of the time of the effectiveness hereof (except specifically relate to the extent that such representation or warranty was made as of a specific an earlier date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.; and (c) The execution (i) the execution, delivery and delivery performance by the Borrower of this Agreement are within the Amendment Documents to which it is a party, Borrower's corporate powers and have been duly authorized by all necessary corporate action on the performance by it of its obligations under such Amendment Documents, and the consummation part of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any LawBorrower, (ii) subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors' rights (including, without limitation, preference and fraudulent conveyance or transfer laws), this Agreement constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its Organizational Documents, or terms and (iii) any material agreementneither this Agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with nor the execution, delivery or performance by it the Borrower hereof (A) violates any law or regulation, or any order or decree of any Amendment Document court or Governmental Authority, or (B) conflicts with or results in the breach or termination of, constitutes a default under or accelerates any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other instrument to consummate which the Borrower is a party or by which the Borrower or any transactions contemplated by the Amendment Documentsof its property is bound. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Lenders and Administrative Agent and each Lender thatas follows: (a) All The execution, delivery and performance by Borrower of this Waiver, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval not heretofore obtained of any director, stockholder, security holder or creditor of Borrower, (ii) violate or conflict with any provision of Borrower’s Articles of Incorporation or bylaws, (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or leased or hereafter acquired by Borrower, (iv) violate any laws applicable to Borrower or (v) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement to which Borrower is a party or by which Borrower or any of its Property is bound or affected. (b) No authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Authority is or will be required to authorize or permit under applicable law the execution, delivery and performance by Borrower of this Waiver. (c) This Waiver has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforcement may be limited by the Bankruptcy Code and other debtor relief laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. (d) Except as such representations and warranties made by may not be true and correct as a result of the Subject Matters, the representations and warranties of Borrower contained in any Loan Document Article 7 of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as though made on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness date hereof (except to the extent that such representation or warranty was made as of a specific representations and warranties expressly refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific dateearlier date (including, without limitation, the Projections, which were as of the original Closing Date and Effective Date, but have now been superceded by actual results), and except to the extent that such representations and warranties are made with reference to the information contained in the Schedules to the Credit Agreement, in which case such representations, warranties and Schedules shall be deemed to be modified or supplemented by (i) information provided in public filings made by Borrower with the Securities and Exchange Commission since July 30, 2004 (the “Fourth Amendment Date”), or (ii) transactions that have occurred since the Fourth Amendment Date that were permitted under the Credit Agreement). (be) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it Except as specifically waived hereby, no Default or Event of Default exists as of the Amendment Documents to which it is a party and to authorize the consummation date of the transactions contemplated thereby and the performance of its obligations thereunderthis Waiver, either before or after giving effect hereto. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: a. Each of Borrower and its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority (aincluding, without limitation, all governmental licenses, permits and other approvals) All representations to own, lease and warranties made by Borrower in any Loan Document are true operate its properties and correct in all material respects (without duplication of any materiality qualifier contained therein) to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution b. The execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documentsthis Agreement and each other Document, and the consummation of the transactions contemplated hereby, are within Borrower’s organizational powers, have been duly authorized by such Amendment Documentsall necessary organizational action, and do not and will not (a) conflict with, violate or result in a breach of any provision of (i)) contravene Borrower’s governing documents, to its knowledge, material contracts or any Lawapplicable law or regulations, (ii) its Organizational Documentsviolate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of any material agreement, judgment, license, order contractual restriction binding on or permit applicable to affecting Borrower or binding upon itany of its subsidiaries or any of their properties, (biv) result in an act that would be prohibited by or materially different from Borrower’s definitive Proxy Statement filed on Schedule 14A filed with the SEC on May 8, 2018 (the “Proxy Statement”) or (v) result in the acceleration creation or imposition of any Indebtedness owed by it, lien on any assets of Borrower or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, subsidiaries. c. No authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery or and performance by it Borrower of any Amendment Document or to consummate (ii) the exercise by Lender of its rights under any transactions contemplated by the Amendment DocumentsDocument. (d) d. This Amendment isAgreement has been, and the other Amendment Documents each Document when delivered hereunder has been or will have been, duly executed and delivered by Borrower. This Agreement is, and each other Document when delivered hereunder will be, the legal, valid and binding obligations obligation of it, Borrower enforceable against it Borrower in accordance with their respective terms. e. The consolidated balance sheet of Borrower and its subsidiaries as at December 31, 2017, and the related consolidated statements of income and cash flows of Borrower and its subsidiaries for the fiscal year then ended, accompanied by an opinion of Mxxxxx LLP, independent public accountants, fairly present the consolidated financial condition of Borrower and its subsidiaries as at such date and the consolidated results of the operations of Borrower and its subsidiaries for the period ended on such date, all in accordance with applicable accounting rules consistently applied. f. Since December 31, 2017, there has been no material adverse change to the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower or Borrower and its subsidiaries taken as a whole. g. There is no pending or threatened action, suit, investigation, litigation or proceeding, affecting Borrower or any of its subsidiaries before any governmental or regulatory authority or arbitrator. h. Borrower and each of its subsidiaries has filed, has caused to be filed or has been included in all tax returns (national, departmental, local, municipal and foreign) required to be filed and has paid all taxes due with respect to the years covered by such returns. i. Borrower and each of its subsidiaries is in compliance with all applicable laws and requirements of all governmental and regulatory authorities. j. The transaction contemplated under this Agreement and the transactions involving MEA Energy Investment Company 2, Ltd (“MEA”), including the Forward Purchase Agreement dated as of April 27, 2018 between Borrower and MEA in the terms except described in the Proxy Statement, are on terms that are fair and reasonable and no less favorable to Borrower or such subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate (as defined below). k. Each Document is in proper legal form under the law of the British Virgin Islands for the enforcement thereof against Borrower under the law of the British Virgin Islands. l. Borrower’s obligations under this Agreement constitute direct, unconditional, unsubordinated and unsecured obligations of Borrower and do rank and will rank pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated debt of Borrower. m. Borrower is not required to register as an “investment company”, as such enforcement may be limited term is defined in the Investment Company Act of 1940, as amended. n. No information, exhibit or report furnished by bankruptcyor on behalf of Borrower to Lender in connection with the negotiation of this Agreement or any other Documents or pursuant to the terms of any Document contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. o. Borrower is, insolvency before and after giving effect to the Loan and all other borrowings, individually and together with its subsidiaries, solvent. p. Borrower and its subsidiaries are conducting their business in compliance with laws, rules, regulations and requirements of any jurisdiction applicable to Borrower or any of its subsidiaries, in each case, as amended from time to time, concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and all other applicable anti-bribery and corruption laws (“Anti-Corruption Laws”). Borrower and its subsidiaries, directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates, agents and other persons acting for the benefit of Borrower, are in compliance with all Anti-Corruption Laws and are not under investigation for or being charged with any violation of Anti-Corruption Laws. Borrower and its subsidiaries, and their respective directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates and agents are in compliance with all applicable economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, and/or the European Union and/or the French Republic, and/or Her Majesty’s Treasury (“Sanctions”). Borrower has implemented and maintains in effect policies and procedures to ensure compliance by Borrower and its subsidiaries, and its and their respective directors, officers, employees, Affiliates and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. q. None of Borrower or its subsidiaries or any of their respective directors, officers, or employees or, to the knowledge of Borrower after due inquiry, its agents or Affiliates or those of its subsidiaries is a person that is, or is 50% or more owned or controlled by Persons that are, (i) the subject of Sanctions (a “Sanctioned Person”) or (ii) located in, or organized under the laws of, a country or territory that is the subject of Sanctions broadly prohibiting dealings with such government, country or territory (a “Sanctioned Jurisdiction”). r. The operations of Borrower and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, as amended, the applicable money laundering statutes of all jurisdictions where Borrower or any of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar Laws rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and, no action, suit or proceeding by or before any court or governmental authority or body or any arbitrator involving Borrower or any of general application relating its subsidiaries with respect to the enforcement Anti-Money Laundering Laws is pending or, to the knowledge of creditors ‘ rights Borrower after due inquiry, threatened. s. No Default or Event of Default has occurred and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent Lender as follows (with such representations and each warranties qualified to the extent of the Schedules referred to therein and delivered to the Lender that:concurrently with the execution and delivery of this Amended Agreement): (a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified as a foreign corporation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and has the power and authority (including any required license, permit or other approval from any Governmental Authority) to own its assets, to carry on its business as currently conducted and to consummate the transactions contemplated in, and to perform its obligations under, this Amended Agreement and the other Transaction Documents to which it is party or by which it is bound. (b) Borrower has taken all necessary action to authorize its execution and delivery of this Amended Agreement and the other Transaction Documents to which it is party, the performance of its obligations under this Amended Agreement and the other Transaction Documents to which it is party or by which it is bound and the consummation of the transactions contemplated hereby and thereby. (c) This Amended Agreement and each other Transaction Document to which Borrower is party has been duly executed and delivered by Borrower, and each constitutes a valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) No authorization or action of any kind by any Governmental Authority is necessary to authorize the transactions contemplated by this Amended Agreement and each other Transaction Document or required for the validity or enforceability against Borrower of this Amended Agreement and each other Transaction Document, except any filings with a Governmental Authority required to perfect the Lender’s security interest under the Security Agreement and any filings with the United States Securities and Exchange Commission (“SEC”). (e) No consent or approval of, or notice to, any Person is required by the terms of any agreement, contract, lease, commitment, license and other arrangement (each a “Contract”) for the execution or delivery of, or the performance of the obligations of Borrower under, this Amended Agreement and the other Transaction Documents to which Borrower is party or the consummation of the transactions contemplated hereby or thereby, and such execution, delivery, performance and consummation will not result in any breach or violation of, or constitute a default under Borrower Documents or any material Contract, instrument or Law applicable to Borrower, any of its Subsidiaries or any of its assets. (f) There are no actions, proceedings or claims pending or, to the actual knowledge of Borrower, threatened the adverse determination of which could reasonably be expected to have a Material Adverse Effect. (g) No Default or Event of Default has occurred and is continuing, and no such event will occur upon the making of the Loan. (h) The representations and warranties previously made by Borrower in Article VIII of the Original Loan Agreement and in the other Transaction Documents shall have been true and correct as of the date such representations and warranties were made (in each case, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date). (i) With respect to each Contract that is material to the conduct of the LFRP, (i) each such Contract is a valid and binding agreement and each such Contract is in full force and effect, and (ii) Borrower and/or any of its Subsidiaries is in compliance with each such Contract and has no actual knowledge of any default under any such Contract which default has not been cured or waived. (j) All written information heretofore, herein or hereafter supplied to the Lender by or on behalf of Borrower in connection with the Loans and the other transactions contemplated hereby has been, is and will be accurate and complete in all material respects. All representations and warranties made by Borrower in any Loan Document of the other Transaction Documents to which it is party are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)respects. (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or warranty was made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders and Administrative Agent, in which case such representation or warranty shall be was true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such specific earlier date). (b) Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such the various Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, ) any LawLaw in any material respect, (ii) its the Organizational DocumentsDocuments of any Restricted Person, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) result in the acceleration of any Indebtedness owed by itany Restricted Person, or (c) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person except as expressly contemplated or permitted in the Loan Documents. Except (xi) as expressly contemplated in the Amendment Loan Documents and (yii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of a Restricted Person in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document to which it is a party or to consummate any transactions contemplated by the Amendment Documentsthereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Restricted Person that is a party hereto or thereto, enforceable against it such Restricted Person in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and conveyance or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles related to enforceability. (e) The audited annual Consolidated financial statements of equityBorrower dated as of December 31, 2013 fairly present, in all material respects, Borrower’s Consolidated financial position at the date(s) thereof and the Consolidated results of Borrower’s operations and Borrower’s Consolidated cash flows for the period(s) thereof. Since the date of such audited annual Consolidated financial statements no Material Adverse Change has occurred. All such financial statements were prepared in good faith based on assumptions specified therein with such pro forma adjustments as have been accepted by Administrative Agent, subject to year end audit adjustments and the absence of footnotes in the case of any unaudited financial statements. (f) There are no strikes, lockouts or slowdowns against Borrower or any Subsidiary pending or, to the knowledge of Borrower, threatened. The hours worked by and payments made to employees of Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other material Federal, state, local or foreign law dealing with such matters if such failure could reasonably be expected to have a Material Adverse Change. All material payments due from Borrower or any Subsidiary, or for which any claim may be made against Borrower or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Borrower or such Subsidiary. The consummation of the transactions contemplated by this Amendment will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Borrower or any Subsidiary is bound.

Representations and Warranties of Borrower. In consideration of the execution and delivery of this Amendment by Lender, Borrower hereby represents and warrants that: (a) this Amendment has been duly executed and delivered by Borrower, and this Amendment constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting, creditors’ rights generally and the effects of general principles of equity; (b) the execution, delivery and performance of this Amendment (i) are within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, (ii) do not and will not contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) do not and will not contravene in any material respect any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) do not and will not violate, conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any Operating Documents or other organizational documents of Borrower or any material agreement of Borrower, and (v) will not require the consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or any other Person; (c) after giving effect to induce each Lender to enter into this Amendment, Borrower represents no Default or Event of Default has occurred and warrants to Administrative Agent and each Lender that: is continuing under the Loan Agreement or any other Loan Document; (ad) All as of the date hereof, all representations and warranties made by of Borrower set forth in any the Loan Document Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if other than such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation are already qualified by materiality, Material Adverse Effect or warranty was made as of a specific datesimilar language, in which case such representation or warranty representations and warranties shall be true and correct in all respects), except that that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (without duplication of any materiality qualifier contained thereinother than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such specific date). ; (be) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, Agreement and the other Amendment Loan Documents when duly executed and delivered will be, constitute the legal, valid and binding obligations of itBorrower, each enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws other laws affecting, creditors’ rights generally and the effects of general application relating to the enforcement of creditors ‘ rights and by general principles of equity; and (f) there has not been any event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower is the sole and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time absolute owner of the effectiveness hereof as if such representations entire landlord's or lessor's interest in the leases and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific datesaid rents, in which case such representation or warranty shall be true issues and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).profits; (b) Borrower has duly taken all corporate action necessary made no prior assignment of any of the Leases or with respect to authorize any of said rents, issues or profits which has not been terminated; (c) Borrower has neither done any act nor omitted to do any act which might prevent Assignee from, or limit Assignee in, acting under any of the provisions of this Assignment; (d) Neither the execution and delivery by it of this Assignment or any of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and Leases, the performance of its obligations thereunder. (c) The execution each and delivery by every covenant of Borrower under this Assignment and the Leases, nor the meeting of the Amendment Documents each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under, any agreement, indenture or other instrument to which it Borrower is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Borrower; (e) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with the performance right of Borrower to execute this Assignment and perform all of Borrower's obligations contained in this Assignment and in the Leases; (f) Correct and complete copies of all material Leases and all material amendments, exhibits, addenda and schedules thereto have been heretofore delivered by it of its obligations under such Amendment Documents, and the consummation Borrower to Assignee; (g) The Leases existing as of the transactions contemplated by such Amendment Documentsdate of this Assignment were duly executed and delivered, do not and will not (a) conflict withpursuant to authority legally adequate therefor, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are now in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on are the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of itthe parties thereto, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcyterms; and (h) No material default exists on the part of Borrower in the fulfillment, insolvency performance or similar Laws observance of general application relating any of the terms, conditions or covenants of landlord or lessor contained in any of the Leases, and, to the enforcement best of creditors ‘ rights and by general principles Borrower's knowledge, no material default exists on the part of equityany Tenant in the fulfillment, performance or observance of any of the terms, conditions or covenants of tenant or lessee contained in any of the Leases.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, ​ Borrower hereby represents and warrants to Administrative Agent and each Lender that: (a) All as follows, which representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize survive the execution and delivery by it of this Senior Amended Note: (i) Borrower is a limited liability company duly formed and validly existing under the laws of the Amendment Documents State of Delaware and qualified to which it is a party do business in the State of California, and Borrower has the requisite power to own its properties and assets and to authorize enter into and perform its obligations under this Senior Amended Note; (ii) This Senior Amended Note has been duly authorized by all necessary action on the part of Borrower; (iii) This Senior Amended Note constitutes the legally valid and binding obligation of Borrower, enforceable against Bon-ower in accordance with its terms; (iv) The execution and delivery by Bonower of this Senior Amended Note, the consummation of the transactions contemplated thereby hereby, and the performance of its obligations thereunder. (c) The execution the terms and delivery conditions hereof by Borrower Borrower, do not conflict with, result in a breach of or constitute a default under, any of the Amendment Documents terms, conditions or provisions of (i) the organizational documents of Bon-ower; (ii) any order, writ, judgment or decree by which Borrower is bound or to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or ; (iii) any material agreementlaw, judgmentrule, license, order regulation or permit restriction of any governmental authority or agency applicable to Borrower; or binding upon it(iv) any contract, commitment, indenture, instrument or other agreement by which Bon-ower is bound or to which Borrower is a party; (bv) result No consent or authorization of, filing with or other act by or in the acceleration respect of any Indebtedness owed by itgovernmental authority, bureau or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been agency is required to be obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect by Bonower in connection with the execution, delivery or and performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Senior Amended Note; (dvi) This Amendment is, and Borrower has not granted a security interest in any of its assets or Collateral (as defined in the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it Amended Security Agreements) to any person or entity except in accordance connection with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equitya Permitted Item.

Representations and Warranties of Borrower. In order to induce each Lender As of the Closing Date, the Borrower hereby represents and warrants as follows: (A) The Borrower (1) has full corporate power and authority to enter into this Amendment, each of the Borrower represents Documents; and warrants to Administrative Agent (2) has duly authorized the execution and delivery of each Lender that:of the Borrower Documents by proper corporate action; (aB) All representations Assuming the due authorization, execution, and warranties made delivery thereof and hereof by Borrower in any Loan Document are true the other parties thereto and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time hereto, each of the effectiveness hereof as if such representations Borrower Documents constitute valid and warranties had been made as binding obligations of the time of Borrower enforceable in accordance with their terms, except that the effectiveness hereof (except to the extent that such representation or warranty was made enforceability thereof may be limited as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).set forth herein; (bC) Borrower has duly taken all corporate action necessary to authorize Neither (1) the execution and delivery by it the Borrower of this Loan Agreement or any of the Amendment Documents to which it is a party and to authorize Borrower Documents, nor (2) the consummation by the Borrower of the transactions contemplated thereby hereby and thereby, nor (3) the performance fulfillment of its obligations thereunder. (c) The execution and delivery or compliance with the provisions hereof or thereof by the Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict conflicts with, violate violates, or will result in a material breach of any provision of (i)the terms, to its knowledge, any Law, (ii) its Organizational Documentsconditions, or (iii) provisions of any corporate restriction or of any material agreement, instrument, statute, governmental rule or regulation, court order, judgment, licenseor decree to which the Borrower is, order on the Closing Date, a party or permit applicable by which it is bound, or constitutes a material default under any of the foregoing which has not been waived or consented to in writing by the appropriate party or binding upon itparties, (b) result or results in the acceleration creation or imposition of any Indebtedness owed by itmaterial lien, charge, security interest, or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the property or assets of the Borrower not permitted under the terms of any such restriction, agreement, instrument, statute, governmental rule or properties except regulation, court order, judgment, or decree; (D) The Borrower is a single-member limited liability company formed under Alaskan law and is treated as expressly contemplated a “disregarded entity” under Section of the Internal Revenue Code of 1986, as amended; (E) The Sole Member (i) is an organization described in Section 501(c)(3) of the Code and it is not a “private foundation” as defined in Section 509 of the Code; (ii) has received letters from the Internal Revenue Service to that effect, which letters have not been modified, limited or permitted revoked; (iii) is in compliance with all material terms, conditions and limitations, if any, contained in such letters and the Loan Documents. Except (x) facts and circumstances which form the basis of such letters continue substantially to exist as expressly contemplated in represented to the Amendment Documents Internal Revenue Service; and (yiv) is exempt from federal income taxes under Section 501(a) of the Code (except with respect to its unrelated business taxable income). The Borrower agrees that it will not take any action or omit to take any action or cause or permit any circumstance within its control to arise or continue if such as have been obtained action or made and are in full force and effectcircumstance or omission would cause any revocation or adverse modification of such federal income tax status; (F) There is no litigation pending or, to the best knowledge of the Borrower, threatened against the Borrower affecting in any material way the acquisition of the Project Facility or the ability of the Borrower to perform its knowledge, no permit, obligations under this Loan Agreement and the Promissory Note. (G) No consent, approval, authorization authorization, additional certificate of need, or order offrom any governmental body, and no notice to or filing withexcept as set forth in this Section 2.01(G), any Governmental Authority or third party is required to be obtained by the Borrower for the execution and delivery of this Loan Agreement or the Promissory Note, or the fulfillment of and compliance with the provisions thereof by the Borrower. The Borrower is currently licensed for 120 beds serving Level 3 and 4 residents (as such levels are defined by the State of Alaska) at the Project Facility. To the extent that the Borrower requires any additional consent, approval, authorization, additional certificate of need, or order from any governmental body, the Borrower has no reason to believe it will not obtain such certificate of need in a timely manner and will proceed with due diligence to obtain such; (H) The information and documents concerning the Borrower submitted to the Authority in or with the application for financing by the Borrower and any supplements thereto were true and complete on the part date of or submission and are true and complete in its respect all material respects; (I) Any unaudited financial statements of the Borrower submitted to the Authority in connection with the executionapplication for financial assistance present fairly the financial position of the Borrower as of the dates indicated and the results of its operations for the periods specified, delivery subject to year end adjustments, and such financial statements have been prepared on a basis consistent with prior interim periods and in conformity with GAAP consistently applied in all material respects to the periods involved, except as otherwise stated in the notes thereto or performance the reports accompanying such financial statements; (J) With regard to compliance by the Borrower with ERISA, the Borrower does not currently maintain any pension plans subject to the provisions of ERISA; however, if the Borrower establishes any employee pension benefit plan subject to the provisions of ERISA (1) the Borrower will, on or before the date it establishes such employee pension benefit plan, obtain a determination by the Internal Revenue Service that such employee pension benefit plan is in compliance in all material respects with the then applicable provisions of ERISA, the Code, and such benefit plan; and (2) the Borrower or any member of the Borrower’s “controlled group” (as defined in Section 4001(a)(14) of ERISA) will disclose to the Authority any liability with respect to any “multiemployer plan” (within the meaning of Section 3(37) of ERISA); (K) The Borrower is not, nor has it been at any time during the 90 day period immediately prior to the Closing Date, insolvent; there is no Event of Insolvency with respect to the Borrower, nor has an Event of Insolvency with respect to the Borrower occurred during the 90 day period immediately prior to the Closing Date, nor, to the best knowledge of the Borrower, is an Event of Insolvency with respect to the Borrower threatened; (L) There is no claim, action, suit, proceeding, arbitration, or investigation pending or currently threatened in writing against the Borrower before any federal, state, municipal, foreign, or other court, or any governmental, administrative, or self regulatory body or agency, or any private arbitration tribunal, nor is there currently pending or threatened any complaint, order, directive, claim, citation, notice, or lien before any federal, state, municipal, foreign, or other court, or any governmental, administrative or self regulatory body or agency, or any private arbitration tribunal by or in favor of any Amendment Document governmental authority or private person with respect to: (1) air emissions; (2) spills, releases, or discharges of substances defined or designated as a Hazardous Substance under any Environmental Laws existing on the Closing Date or any Environmental Law which was in effect at the time of the alleged spill, release, or discharge; (3) noise emissions; (4) solid or liquid waste disposal; (5) the use, storage, generation, treatment, transportation, or disposal of substances defined or designated as a Hazardous Substance under any Environmental Law existing on the Closing Date or any Environmental Law which was in effect at the time of the alleged use, storage, generation, treatment, transportation, or disposal; (6) exposure to consummate airborne or friable asbestos; or (7) a violation of any transactions contemplated Environmental Law existing on the Closing Date or any Environmental Law which was in effect at the time of the alleged violation; to the best knowledge of the Borrower, after diligent investigation, there are no existing facts which might give rise to any of the claims, actions, or proceedings, without limitation, discussed in this paragraph (L); in each case, on, in, or to: any real property owned, operated, or leased by the Amendment DocumentsBorrower or any other property as a result of operations or activities on real property owned, operated, or leased by the Borrower; or surface water, groundwater, or the sewer, septic, or waste water treatment system servicing any real property owned, operated, or leased by the Borrower. (dM) This Amendment isExcept in compliance with applicable Environmental Laws: (1) neither the Borrower nor, and to the best knowledge of the Borrower after diligent investigation, any other Amendment Documents when duly executed and delivered Person has stored in, on, or about any real property owned, operated, or leased by the Borrower any substance defined or designated as a Hazardous Substance under any Environmental Law in effect on the Closing Date or any Environmental Law which was in effect at the time of such storage, the storage of which is regulated by any Environmental Laws existing on the Closing Date or any Environmental Law which was in effect at the time of such storage; (2) neither the Borrower nor, to the best knowledge of the Borrower after diligent investigation, any other Person has disposed or released in, on, or about any real property owned, operated, or leased by the Borrower any substance defined or designated as a Hazardous Substance under any Environmental Law existing on the Closing Date or any Environmental Law which was in effect at the time of such disposal or release, the removal or remediation of which is or could be required by any Environmental Law which was in effect at the time of such disposal or release; (3) to the best knowledge of the Borrower, after diligent investigation, the Borrower has not at any time disposed or caused to be disposed at any location any substance defined or designated as a Hazardous Substance under any Environmental Law existing on the Closing Date or any Environmental Law which was in effect at the time of such disposal, which Hazardous Substances were generated or existing as a result of the Borrower’s operation of the Project Facility in a manner which will beor could cause the Borrower to be or become liable, legalunder Environmental Laws existing on the Closing Date or any Environmental Law which was in effect at the time of such disposal, valid and binding obligations for a punitive fine or penalty or a monetary or performance obligation arising from or related to such disposal; (4) to the best knowledge of itthe Borrower, enforceable against it after diligent investigation, the Borrower has no contingent liability in accordance connection with their terms except the release into the environment of any substances defined or designated as a Hazardous Substance under any Environmental Law existing on the Closing Date or any Environmental Law which was in effect at the time of such enforcement release; (5) the Borrower has not given any release or waiver of liability that would waive or impair any claim based on substances defined or designated as a Hazardous Substance under any Environmental Law existing on the Closing Date or any Environmental Law which was in effect at the time of the activity giving rise to such claim, to (A) a prior owner or occupant of any real property owned by the Borrower, (B) the owner or any prior owner or occupant of any real property leased by the Borrower, or (C) any party who may be limited by bankruptcy, insolvency potentially responsible for the presence on any such real property of substances defined or similar Laws of general application relating to designated as a Hazardous Substance under any Environmental Law existing on the enforcement of creditors ‘ rights and by general principles of equity.Closing Date;

Representations and Warranties of Borrower. In order 5.1 The Borrower makes the following representations and warranties to induce each Lender to enter into this Amendmentthe Issuer and the Purchaser as of the date hereof, Borrower represents and warrants to Administrative Agent and each Lender thatall of which will continue in effect in accordance with Section 12.5 hereof: (a) All representations The Borrower is, and warranties made by Borrower at all times will be, a limited partnership, duly organized, validly existing and in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations State and warranties had been made as duly qualified, authorized and licensed under the laws of the time State to transact business as a limited partnership for the purpose of owning and operating a multifamily housing facility in the State. All general partners of the effectiveness hereof Borrower (except collectively, the “Partners”), are, and at all times will be organized, existing and in good standing under the laws of the State and are in good standing and duly qualified, authorized and licensed under the laws of the State, to the extent that such representation or warranty was made as required by applicable law. There are no other general partners of a specific datethe Borrower, in which case such representation or warranty shall be true other than the managing general partner and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)the administrative general partner. (b) The Borrower has, and on the Closing Date will have, full legal right, power and authority (i) to execute and deliver the Loan Documents and (ii) to consummate the transactions contemplated by this Agreement and the Loan Documents. The Partners have, and on the Closing Date will have, full legal right, power and authority to execute and deliver this Agreement and the other Loan Documents on behalf of the Borrower. (c) Prior to the acceptance hereof, the Borrower has duly taken authorized the execution and delivery of this Agreement and the performance by the Borrower of the obligations contained herein and prior to the Closing Date the Borrower will have duly authorized the (i) execution and delivery of the Loan Documents, (ii) performance by the Borrower of the obligations contained in the Loan Documents, and (iii) consummation by the Borrower of all corporate action necessary to authorize transactions contemplated by the Loan Documents in connection with the issuance of the Bonds. (d) All consents, approvals, authorizations or orders of, notices to, or filings, registrations or declarations with, any court or governmental authority, board, agency, commission or body having jurisdiction which are required on behalf of the Borrower by the Closing Date or for the execution and delivery by it the Borrower of this Agreement and the Amendment other Loan Documents to which it is a party and to authorize or the consummation by the Borrower of the transactions contemplated hereby or thereby and required by the performance of its obligations thereunderClosing Date, have been obtained or will be obtained prior to the Closing Date. (ce) The execution and delivery by Borrower has not taken or omitted to take on or prior to the date hereof any action that would adversely affect the exclusion from gross income for federal income tax purposes of the Amendment Documents interest on the Bonds. (f) There is no legal action, suit, proceeding, inquiry or investigation at law or in equity (before or by any court, agency, arbitrator, public board or body or other entity or person) pending or to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation knowledge of the transactions contemplated by such Amendment DocumentsBorrower, do not and will not (a) conflict withthreatened against or affecting the Borrower or the Partners, violate or result in a breach or, to the knowledge of the Borrower, any provision of basis therefor (i), to its knowledge, ) in any Lawway affecting the organization and existence of the Borrower, (ii) contesting or materially affecting the validity or enforceability of this Agreement or the other Loan Documents, (iii) contesting the powers of the Borrower or its Organizational authority with respect to the Loan Documents, (iv) contesting the authority of the Partners to act on behalf of the Borrower, (v) wherein an unfavorable decision, ruling or finding would have a material adverse effect on (A) the operations or the financial position or condition of the Borrower, (B) the due performance by the Borrower of the Loan Documents as of the Closing Date, (C) the validity or enforceability of any of the Loan Documents, or (iiiD) the transactions contemplated hereby or by any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, Loan Document or (cvi) result in or require any way contesting the creation exclusion from gross income for federal income tax purposes of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required interest on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment DocumentsBonds. (dg) This Amendment Agreement is, and, when executed and delivered by the Borrower and the other Amendment parties thereto, the Loan Documents when duly executed and delivered will be, the legal, valid and binding obligations of itthe Borrower, enforceable against it the Borrower in accordance with their terms respective terms, except as such to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar Laws laws affecting creditors’ rights generally, or by the exercise of general application relating to the enforcement of creditors ‘ rights and by judicial discretion in accordance with general principles of equity. (h) The execution and delivery by the Borrower of this Agreement and the Loan Documents and the consummation by the Borrower of the transactions contemplated hereby and thereby are not prohibited by, do not violate any provision of, and will not result in a breach of or default under (i) the partnership agreement of the Borrower, (ii) any applicable law, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental body or other requirement to which the Borrower is subject, or (iii) any contract, indenture, agreement, mortgage, lease, note, commitment or other obligation or instrument to which the Borrower is a party or by which the Borrower or its properties is bound. 5.2 Each of the representations and warranties set forth in this Section will survive until the Maturity Date or the redemption of the Bonds. 5.3 Any certificate signed by the Borrower or the Partners and delivered to the Purchaser and/or the Issuer shall be deemed a representation and warranty by the Borrower to the Purchaser and/or the Issuer as to the statements of the Borrower made therein.

Representations and Warranties of Borrower. In order As a condition to induce each and as an inducement to the Lender to enter into this Amendmentmake the Amended Loan hereunder, Borrower represents hereby represents, warrants and warrants certifies to Administrative Agent the Lender that as of the date hereof, for so long as any portion of the Amended Loan, or any accrued interest thereon, is outstanding and not paid to Lender in full and for so long as any of Borrower's obligations under any of the Loan Documents have not been satisfied, each Lender that: (a) All representations of the following statements is and warranties made by Borrower in any Loan Document are will remain true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).respects: (b) Borrower has duly taken all corporate action necessary to authorize the 1. The execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby Loan Documents, and the performance by the Borrower of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) be in conflict with, violate or constitute (with or without the passage of time or giving of notice) a breach or default under, or require any consent or waiver (other than any consents or waivers that have been obtained), or result in a breach the creation of any mortgage, pledge, lien, encumbrance or charge upon the assets of the Borrower under (i) any provision of (i), to its knowledge, any Lawthe articles of incorporation or bylaws of the Borrower as in effect on the date hereof, (ii) its Organizational Documentsany instrument, mortgage, deed of trust, contract or agreement to which the Borrower is a party or by which it is bound, or (iii) any material agreement, judgment, licensedecree or order of a court, order tribunal or permit applicable to or binding upon it, (b) result in governmental authority by which the acceleration Borrower is bound. 2. Each of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in Documents to which Borrower is a party has been duly authorized and validly executed by the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, Borrower pursuant to its knowledge, no permit, consent, approval, authorization or order ofall requisite corporate action of the Borrower, and no notice to or filing with, any Governmental Authority or third party is required on and will remain the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityits terms.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Article V of the Original Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had have been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation representations or warranty was warranties were made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders and Administrative Agent, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as on and of such specific date). (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby do not and will not (a) conflict with, violate or result in a breach of any provision of with (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of Borrower, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower in any material respect, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower of any this Amendment Document or to consummate any transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors' rights and by general equitable principles of equitygeneral application. (e) The most recent financial statements of Borrower delivered to Lenders pursuant to Section 6.2(a) and (b) of the Credit Agreement fairly present Borrower's financial position as of the respective dates thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants to Administrative Agent and each Lender thatthe Bank as follows: (a) All representations The Borrower is a corporation duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations and warranties had been made as jurisdiction of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)its incorporation. (b) The execution, delivery and performance by the Borrower has of this Amendment or the Credit Agreement, as amended hereby, and the Amended Note are within the Borrower's corporate powers, have been duly taken authorized by all necessary corporate action necessary and do not contravene (i) the Borrower's articles of incorporation or bylaws, or (ii) law or any contractual restriction binding on or affecting the Borrower, or result in, or require, the creation of any lien, security interest or other charge or encumbrance upon or with respect to authorize the execution and delivery by it any of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderBorrower's properties. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyNo authorization, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate approval or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order ofother action by, and no notice to or filing with, any Governmental Authority governmental authority or third party regulatory body is required on for the part of or in its respect in connection with the due execution, delivery or and performance by it the Borrower of any Amendment Document this Amendment, the Credit Agreement, as amended hereby, the other Loan Documents or to consummate any transactions contemplated by the Amendment DocumentsAmended Note. (d) This Amendment isAmendment, the Credit Agreement, as amended hereby, the other Loan Documents and the other Amendment Documents when duly executed and delivered will be, Amended Note constitute legal, valid and binding obligations of it, the Borrower enforceable against it Borrower in accordance with their terms except respective terms. (e) There is no pending or threatened action or proceeding affecting the Borrower or any of the Guarantors before any court, governmental agency or arbitrator, which may materially adversely affect the financial condition or operations of the Borrower or the Guarantors or their abilities to perform their respective obligations under the Credit Agreement, as such enforcement may be limited by bankruptcyamended hereby, insolvency the Amended Note, and the other Loan Documents. (f) No Event of Default listed in Section 5.01 of the Credit Agreement has occurred and is continuing, nor has any event, fact or similar Laws circumstance occurred which could, with the passage of general application relating to time or the enforcement giving of creditors ‘ rights notice or both, constitute an Event of Default. (g) All representations and by general principles warranties of equitythe Borrower set forth in the Credit Agreement (as amended hereby) are true and correct as of the date of this Amendment.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended September 30, legal2001, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order On the Closing Date and as of the date of any advance under this Agreement (or such other date specified below), Borrower hereby represents and warrants to induce Agent and each Lender as follows: (i) Borrower is a limited liability company duly organized, validly existing and in good standing under the Applicable Laws of the state of its formation, is duly qualified to do business and is in good standing as a foreign entity in all states where such qualification is required, has all necessary power and authority to enter into this Amendment, Borrower represents and warrants to Administrative Agent Agreement and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations documents and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party instruments relating hereto and to authorize the consummation of the transactions contemplated thereby and the performance perform all of its obligations hereunder and thereunder. (cii) Borrower operates its business only under its name and has not used any other assumed name for the operation of its business activities for the previous five (5) years. (iii) Borrower has all requisite right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and all documents and instruments relating hereto and this Agreement and all documents and instruments relating hereto are the legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their terms. (iv) The execution execution, delivery and delivery performance by Borrower of the Amendment Documents this Agreement does not and shall not (A) violate any provision of any Applicable Law presently in effect having applicability to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation Borrower in any material respect; (B) violate any provision of the transactions contemplated by such Amendment Documents, do not and will not certificate of formation or limited liability company agreement of Borrower; or (aC) conflict with, violate with or result in a breach of or constitute a default under any provision of (i), to its knowledge, indenture or loan or this Agreement or any Law, (ii) its Organizational Documents, or (iii) any material other agreement, judgment, license, order lease or permit applicable instrument to which Borrower is a party or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, which it or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated may be bound or permitted affected; and Borrower is not in default of any such Applicable Law, determination or award or any such indenture, agreement, lease or instrument in any material respect. (v) The Purchase Agreements are the Loan Documentsonly agreements pursuant to which the Borrower (or the Trust, for the benefit of the Borrower) purchases the Receivables and the related Collateral. Except Bxxxxxxx has furnished to the Agent a true, correct and complete copy of each Purchase Agreement. The purchases by the Borrower (xor the Trust, for the benefit of the Borrower) as expressly contemplated in under each Purchase Agreement constitute a true sale at a fair market valuation enforceable against creditors of the Amendment Documents and (y) such as have been obtained or made applicable Originator and are in full force and effectnot merely a financing or extension of credit. (vi) Except where the failure to obtain or maintain such authorization, consent, order, approval or action could not reasonably be expected to its knowledgehave a Material Adverse Effect, no permit, consent, approval, authorization or order oflicense, and no notice to exemption of or filing or registration with, giving of notice to, or other authorization of or by, any Governmental Authority is or third party is shall be required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower for the operation of any Amendment Document its business or to consummate any valid consummation of the transactions contemplated by the Amendment Documentsthis Agreement, unless such consent, approval, or other similar authorization has been obtained. (dvii) This Amendment isNo event has occurred and is continuing which constitutes a Default or an Event of Default, as defined in this Agreement. As of the Closing Date and the date of each advance under this Agreement, there is no action, suit, proceeding or investigation pending or threatened in writing against or affecting Borrower before or by any Governmental Authority that brings into question the validity of the transactions contemplated hereby, or that would reasonably be expected to result in any Material Adverse Change. (viii) Borrower is not in default in the payment of any taxes levied or assessed against it or any of its assets or properties, except for taxes being contested in good faith and by appropriate proceedings. (ix) Borrower is the sole owner and has good, indefeasible, and marketable title to all of its assets and properties, including the Collateral, whether personal or real, subject to no transfer restrictions and free and clear of any Liens or encumbrances, except (x) Permitted Liens, (y) those of Agent and (z) Liens, claims, charges, security interests and encumbrances that are removed contemporaneously with the execution of this Agreement. (x) Each of the financial statements furnished to Agent by the Sponsor on or after June 30, 2024, were prepared in accordance with GAAP, and each hereby certifies that there have been no Material Adverse Changes, since the date of such statements, and there are no known contingent liabilities not provided for or disclosed in such statements. (xi) Neither this Agreement, any Borrowing Base Certificate nor any statement or document referred to herein or delivered to Agent by Borrower contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made herein or therein not misleading, in each case as of the time set forth therein or, if no time is set forth therein, as of the time provided. (xii) [Reserved]. (xiii) All books, records and documents relating to the Collateral are and shall be genuine and in all respects what they purport to be; the Original Net Funded Balance of each Collateral Receivable shown on the books and records of Borrower and in the schedules shall be correct; to the best of Borrower’s knowledge, each Account Obligor liable upon the Collateral Receivables (or any portion thereof) has and shall have capacity to contract; Borrower has no knowledge of any fact which would impair the validity or collectability of any of the Collateral Receivables. (xiv) [Reserved]. (xv) Borrower has not established and does not maintain or contribute to any “benefit plan” that is covered by Title IV of ERISA. (xvi) Borrower is not engaged nor shall it engage, principally or as one of its important activities, in a business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulations U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any advances hereunder shall be used for “purchasing” or “carrying” “margin stock” as so defined or for any purpose which violates, or which would be inconsistent with, the provisions of the Regulations of such Board of Governors. All of the outstanding securities of Borrower have been offered, issued, sold and delivered in compliance with, or are exempt from, all federal and state Applicable Laws of federal and state regulatory bodies governing the offering, issuance, sale and delivery of securities. (xvii) Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (xviii) Each of the Exhibits and Schedules to this Agreement contain true, complete and correct information in all material respects. (xix) Borrower is solvent, able to pay its obligations as they become due, has sufficient capital to carry on its business and transactions and all businesses and transactions in which it intends to engage, and the current value of Borrower’s assets, at fair saleable valuation, exceeds the sum of its liabilities. Borrower shall not be rendered insolvent by the execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby and the capital remaining in Borrower is not now and shall not foreseeably become unreasonably small to permit Borrower to carry on its business and transactions and all businesses and transactions in which it is about to engage. Borrower does not intend to, nor does it reasonably believe it shall, incur debts beyond its ability to repay the same as they mature. (xx) Except for Permitted Liens, Agent has a first-priority, perfected security interest in favor of Agent in all of Bxxxxxxx’s right, title and interest in the Collateral, prior and superior to any other Amendment Documents when duly executed security interest or Lien. (xxi) With respect to each Collateral Receivable, Borrower has complied with, and delivered will becomply with, legalto the extent applicable and in all material respects, valid (A) all Applicable Laws, including but not limited to all applicable Consumer Protection Laws and binding obligations will maintain sufficient documentary evidence in its file to substantiate such compliance (including, without limitation, delivery of itall necessary disclosure statements) and (ii) all of the applicable terms and provisions of such Collateral Receivable and of any contractual escrow arrangements applicable thereto. There are no actions, enforceable suits or proceedings or investigations pending, or threatened in writing against it Borrower or (to the knowledge of Borrower) any Originator affecting the assets of Borrower or the consummation of the transactions contemplated hereby, at law, or in equity, or before or by any Governmental Authority or instrumentality or before any arbitrator of any kind, which would reasonably be expected to have a Material Adverse Effect. Borrower is not subject to any judgment, order, writ, injunction or decree of any Governmental Authority. There is not a reasonable likelihood of an adverse determination of any pending proceeding which would, individually or in the aggregate, have a Material Adverse Effect. (xxii) Borrower does not own or license any registered patents, trademarks or copyrights. (xxiii) Schedule B attached hereto correctly and completely sets forth Borrower’s (A) legal name in its state of organization, (B) state of organization, (C) Federal Tax Identification Number, (D) chief executive office, (E) prior names used in the last five (5) years (including, such names of Bxxxxxxx’s predecessors in interest as a result of a merger or consolidation) and (F) charter or other similar number for Borrower in its state of organization. (xxiv) [Reserved]. (xxv) Neither Borrower, nor any Person controlling or controlled by Bxxxxxxx, nor any Person having a beneficial interest in Borrower, nor any Person for whom Bxxxxxxx is acting as agent or nominee in connection with this transaction (“Transaction Persons”) (1) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (2) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2 of such executive order (including, without limitation, any Account Obligor), or (3) is a Person on the list of Specially Designated Nationals and Blocked Persons or is in violation of the limitations or prohibitions under any other OFAC regulation or executive order. (xxvi) No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. (xxvii) Borrower acknowledges by executing this Agreement that Agent and each Lender has notified Borrower that, pursuant to the requirements of the Patriot Act, Agent and each Lender is required to obtain, verify and record such information as may be necessary to identify Borrower, or any Person owning twenty-five percent (25.00%) or more of the direct or indirect Equity Interests of Borrower (including, without limitation, the name and address of such Person) in accordance with their terms except the Patriot Act. (xxviii) With respect to each Receivable included in the Financed Portfolio, Borrower (or the Investment Manager on Borrower’s behalf) and/or the Trust has entered into an Approved Servicing Agreement with each Approved Servicer pursuant to which Borrower (or the Investment Manager on Borrower’s behalf) and/or the Trust has engaged such Approved Servicer, as servicer and as Borrower’s and/or the Trust’s agent, to monitor, manage, enforce and collect such enforcement may be limited Receivables and disburse any Collections in respect thereof as provided by bankruptcythe related Approved Servicing Agreement, insolvency or similar Laws of general application relating subject to this Agreement, the enforcement of creditors ‘ rights Trust Agreement and by general principles of equitythe related Approved Multi-Party Acknowledgment, subject to this Agreement. Borrower represents and warrants that each Approved Servicer has the requisite knowledge, experience, expertise and capacity to service the Receivables.

Representations and Warranties of Borrower. In order The Seller and Cloud Peak make the following representations and warranties to induce the Forbearing Parties as of each Lender to enter into this Amendment, Borrower represents of the date hereof and warrants to Administrative Agent and each Lender thatthe Effective Date: (a) All each of the representations and warranties made (other than (i) any representation and warranty which would not be true by Borrower virtue of the Specified Termination Event and Specified Breaches and (ii) with respect to Cloud Peak, the representation and warranty set forth in any Loan Section 2(f) of Exhibit III to the RPA) by the Seller and Cloud Peak set forth in the RPA and each other Transaction Document to which it is a party are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (respects, except to the extent that such representation or warranty was made as of a specific date, representations and warranties specifically refer to an earlier date in which case such representation or warranty they shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific earlier date).; (b) Borrower other than the Specified Termination Event, no Termination Event has duly taken all corporate action necessary to authorize the execution occurred and delivery by it is continuing, and other than as a result of the Amendment Documents Specified Breaches, no Unmatured Termination Event has occurred and is continuing; (c) the execution, delivery and performance by the Seller and Cloud Peak of this Agreement and any other documents entered into in connection therewith are (i) within their powers, (ii) have been duly authorized by all necessary limited liability company action, respectively, (iii) do not contravene any provision of their operating agreements, (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, (v) do not conflict with or result in a material breach or termination of, constitute a material default under or accelerate or permit the acceleration of any performance required by any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which it or any of its obligations thereunder. property is bound, (cvi) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, creation or (c) result in or require the creation imposition of any Lien upon any of its assets or properties except as expressly contemplated or permitted property other than those in favor of the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents Administrator and (yvii) such as have been obtained do not require any material consent or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, approval of any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; and (d) This Amendment is, each of this Agreement and the any other Amendment Documents when duly executed and delivered will be, documents entered into in connection therewith constitutes a legal, valid and binding obligations obligation of it, the Seller and Cloud Peak enforceable against it them in accordance with their terms its terms, except as such enforcement may be to the extent limited by applicable bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally, and by general equitable principles of equity(whether considered in a proceeding in equity or at law).

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All Except as set forth in Schedule 4.1(a) attached hereto, the representations and warranties made by Borrower contained in any Loan Document Article V of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to hereof. The balance of the extent that such representation or warranty was made Renewal Note is $3,621,904.62, which is the sum of $605,000 plus the unpaid principal balance of the Original Note as of a specific datethe close of business on February 28, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)2000. (b) Borrower Each Restricted Person is duly authorized to execute and deliver the Amendment Documents and the other Loan Documents to which it is a party and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents and the other Loan Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations such Restricted Person thereunder. (c) The execution and delivery by Borrower each Restricted Person of the Amendment Documents and the other Loan Documents to which it is a party, the performance by it each Restricted Person of its obligations under such Amendment Documents, thereunder and the consummation of the transactions contemplated by such Amendment Documents, thereby do not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to its knowledgestatute, rule or regulation or of the certificate of incorporation and bylaws of any Law, (ii) its Organizational DocumentsRestricted Person, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien Lien, charge or encumbrance upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof any Restricted Person. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, No consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, execution and delivery by any Restricted Person of the Amendment Documents or performance by the other Loan Documents to which it of any Amendment Document is a party or to consummate any the transactions contemplated by the Amendment Documentsthereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each Amendment Document will bebe a legal and binding instrument and agreement of each Restricted Person that is a party thereto, enforceable in accordance with its terms. Each other Loan Document is and shall continue to be the legal, valid and binding obligations obligation of iteach Restricted Person that is a party thereto, enforceable against it such Restricted Person in accordance with their terms except respective terms. (e) The unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1999 fairly present the Consolidated financial position at such enforcement may be limited date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Lender. Since September 30, 1999, no Material Adverse Change has occurred in the Consolidated financial condition or businesses of Borrower. (f) No Default or Event of Default has occurred or is continuing (other than the Defaults or Events of Default waived in writing by bankruptcyLender or disclosed in Schedule in 4.1(a) attached hereto). (g) Borrower has no defense, insolvency counterclaim or similar Laws of general application relating setoff with respect to the enforcement of creditors ‘ rights Obligations or the Loan Documents (any such setoffs, defenses or counterclaims being hereby waived and released by general principles of equityBorrower).

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The execution, delivery and performance by Borrower of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Each of the representations and warranties made by Borrower contained in any the Loan Document are Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had been made as of on the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).date hereof; (bc) Borrower has duly taken all corporate action necessary to authorize Neither the execution execution, delivery and delivery by it performance of the this Amendment Documents to which it is a party and to authorize nor the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyhereby does or shall contravene, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of of, or violate (i) any provision of (i), to its knowledge, any LawBorrower's certificate or articles of incorporation or bylaws, (ii) its Organizational Documentsany law or regulation, or any order or decree of any court or government instrumentality or (iii) any material agreementindenture, judgmentmortgage, licensedeed of trust, order lease, agreement or permit applicable other instrument to which Borrower is a party or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, which Borrower or (c) result in or require the creation of any Lien upon any of its assets property is bound, except in any such case to the extent such conflict or properties except as expressly contemplated breach has been waived by a written waiver document a copy of which has been delivered to Lender on or permitted in before the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.date hereof; (d) This Amendment isSince the Closing Date, no provisions of Borrower's certificate or articles of incorporation or by-laws have been amended or changed; and (e) No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants as of the date hereof and on the First Amendment Funding Date to Administrative the Agent and each Lender that: (a) All Each of the Loan Parties (i) has the corporate, company or partnership power and authority, as applicable, and the legal right, to make, deliver and perform this Amendment and (ii) has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment; (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by Borrower in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (c) This Amendment (i) has been duly executed and delivered on behalf of Borrower and (ii) constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) The execution, delivery and performance of this Amendment, the borrowings under the Credit Agreement in connection herewith, and the use of the proceeds thereof shall not result in a violation by Borrower of any Requirement of Law or any Contractual Obligation of Borrower and shall not result in, or require, the creation or imposition of any Lien on any of its Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents); (e) After giving effect to the amendments set forth herein, the representations and warranties of Borrower contained in the Loan Documents are true and accurate in all material respects as of the date hereof with the same force and effect as if such had been made by Borrower on and as of the date hereof, except for such representations and warranties (i) made as of an earlier date, in any Loan Document which case such representations and warranties are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof earlier date or (except to the extent that such representation or warranty was made as of a specific dateii) qualified by materiality, in which case such representation or warranty shall be representations and warranties are true and correct in all respects; (f) Each of the Loan Parties are in compliance in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken with all corporate action necessary to authorize terms and provisions set forth in the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.; and (dg) This Amendment is, No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order Borrower represents, warrants and covenants to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatLenders as of the Signing Date as follows: (a) All i. The Borrower Documents and the Operations Documents have been duly executed and delivered by the Borrower and each applicable Loan Party and constitute legal, valid and binding obligations of the applicable Loan Party, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general principal of equity. ii. Except as set forth on the Amended Schedules, the representations and warranties made by Borrower contained in any the Loan Document Documents are true and correct in all material respects (without any duplication of any materiality qualifier contained thereinmateriality) on and as of time of the effectiveness hereof as if such made on the Signing Date, other than those representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific specified date, in which case such representation or warranty shall be have been true and correct in all material respects (without any duplication of any materiality qualifier contained thereinmateriality) as of such specific specified date). (b) Borrower has duly taken all corporate action necessary iii. Assuming the effectiveness of this Amendment No. 1 and subject to authorize the execution and delivery by it disclosures set forth on Schedule 6.2, there exists no Default or Event of Default under the Loan Agreement as of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby Effective Date and the performance of its obligations thereunderSigning Date. (c) iv. The execution execution, delivery and delivery performance by Borrower of the this Amendment Documents to which it is a partyNo. 1, the performance by it of its obligations under such Amendment DocumentsBorrower Documents and the Operations Documents and any other agreements or instruments required hereunder (x) have been duly authorized, and the consummation are not in conflict with nor constitute a breach of the transactions contemplated by any provision of such Amendment Documents, Loan Party’s organizational documents (y) do not and (1) require any authorization, consent or approval by any Governmental Authority, in each case other than has already been obtained or given will not have been obtained or given prior to the time when required, (a2) conflict with, violate with or result in a breach of any provision material law or any material regulation, order, writ, injunction or decree of (i), to its knowledge, any Law, (ii) its Organizational Documentscourt or Governmental Authority or of any organizational documents, or (iii3) require the approval, authorization or consent of any trustee or holder of any indebtedness or obligation of any Loan Party under any material agreement, judgmentcontract, license, order lease or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency license or similar Laws of general application relating document or instrument to the enforcement of creditors ‘ rights and which any Loan Party is a party or by general principles of equitywhich any Loan Party is bound.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.. Second amendment to Amended and Restated 972039.1:220661:01602

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower ---------- ------------------------------------------ represents and warrants to Administrative Agent and each Lender that:the Bank as set forth below. (a) All representations The execution, delivery and warranties made performance by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents, and of the Credit Documents as amended thereby, to which it the Borrower is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents and Credit Documents, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene the Borrower's charter documents or bylaws, (ii) violate any Governmental Rule, (iii) conflict with or result in the breach of, or constitute a default under, any Material Contract, loan agreement, indenture, mortgage, deed of trust or lease, or any other contract or instrument binding on or affecting the Borrower or any of its Organizational properties, the conflict, breach or default of which would be reasonably likely to have a materially adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the ability of the Borrower to perform its obligations under any of the Credit Documents, as amended by the Amendment Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (civ) result in or require the creation or imposition of any Lien upon or with respect to any of its assets or the properties except as expressly contemplated or permitted of the Borrower, other than in favor of the Bank. (b) Except for the recording of the Deed of Trust Modification in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents Official Records of San Bernardino, Riverside and (y) such as have been obtained or made and are in full force and effect, to its knowledgeLos Angeles Counties, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party Action is required on for the part of or in its respect in connection with the due execution, delivery or performance by it the Borrower of any Amendment Document, or of any Credit Document or as amended thereby, to consummate any transactions contemplated by which the Borrower is a party. (c) Each of the Amendment Documents. (d) This Amendment is, and each of the other Amendment Credit Documents when duly executed and delivered will beas amended hereby, to which the Borrower is a party constitute legal, valid and binding obligations of itthe Borrower, enforceable against it the Borrower in accordance with their terms respective terms, except as such enforcement the enforceability thereof may be limited by bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws laws affecting creditors' rights generally. (d) Each of general application relating the Collateral Documents, as amended by the Amendment Documents, constitutes a valid and perfected first-priority Lien on the Collateral purported to be covered thereby, enforceable against all third parties in all jurisdictions, and secures the payment of all obligations of the Borrower under the Credit Documents, as amended by the Amendment Documents; and the execution, delivery and performance of the Amendment Documents do not adversely affect the Liens of the Collateral Documents. (e) The unaudited balance sheet of the Borrower as of June 30, 1999 and the related statements of income, retained earnings and cash flows of the Borrower for the 6-month period then ended, certified by the chief financial officer or chief accounting officer of the Borrower, fairly present the financial condition of the Borrower as of such date and the results of the operations of the Borrower for the 6-month period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. Since June 30, 1999 there has been no materially adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower. The Borrower has no contingent liabilities, except as disclosed in such balance sheet or the notes thereto, that would be reasonably likely to have a materially adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower. (f) There is no pending or, to the enforcement knowledge of creditors ‘ rights the Borrower, threatened action, suit, investigation, litigation or proceeding affecting the Borrower before any Governmental Person or arbitrator that purports to affect the legality, validity or enforceability of any Amendment Document or of any of the Credit Documents as amended thereby. (g) There has been no amendment to the Bylaws of the Borrower since the Closing Date. There has been no amendment to any of the Material Contracts or to the Commission Agreement since the Closing Date. The charter documents (including any amendments and other modifications) of the Borrower delivered to the Bank on or about January 30, 1997 have not been further amended or otherwise further modified. The representations and warranties of the Borrower contained in each Credit Document are correct in all material respects on and as of the date of this Amendment, before and after giving effect to the Amendment Documents, as though made on and as of such date. No event has occurred and is continuing, or would result from the effectiveness of the Amendment Documents, that constitutes a Default or an Event of Default, except for any Default or Event of Default waived by general principles the Bank pursuant to Section 5 of equitythe Guaranty Amendment.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to the Administrative Agent and each Lender that: (a) All the representations and warranties made by of Borrower contained in any Loan Document Section 4.01 of the Credit Agreement are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) as of such specific earlier date).; (b) Borrower no Default or Event of Default has duly taken all corporate action necessary to authorize the execution occurred and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.continuing; (c) The execution the Borrower has all requisite power and delivery by Borrower of the Amendment Documents authority and all requisite governmental licenses, permits, authorizations, consents and approvals to which it is a partyexecute, the performance by it of deliver and perform its obligations under such Amendment Documentsthis Agreement and the Transaction Documents as amended hereby; (d) the execution, delivery and performance by the Borrower of this Agreement has been duly authorized by all necessary corporate or other organizational action, and the consummation of the transactions contemplated by such Amendment Documents, do does not and will not not: (ai) contravene the terms of any Constituent Documents; (b) conflict with, violate with or result in any breach, termination, or contravention of, or constitute a breach of default under, or require any provision of payment to be made under (i), ) any material contract or agreement or any material indebtedness to its knowledge, any Lawwhich the Borrower is a party or affecting the Borrower or the properties of the Borrower, (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Organizational Documents, property is subject; or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any asset of its assets the Borrower (other than Liens in favor of the Collateral Trustee under the Transaction Documents); or properties except as expressly contemplated or permitted in the Loan Documents. Except (xd) as expressly contemplated in the Amendment Documents and violate any Requirements of Law; (ye) such as have been obtained or made and are in full force and effect, to its knowledge, no permitapproval, consent, approvalexemption, authorization authorization, or order ofother action by, and no or notice to to, or filing with, any Governmental Authority or third party any other Person is necessary or required on the part of or in its respect in connection with the execution, delivery or performance by it by, or enforcement against, the Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Agreement; and (df) This Amendment is, and the other Amendment Documents when this Agreement has been duly executed and delivered will be, by the Borrower and constitutes a legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms except as such enforcement may be limited by its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application relating other laws affecting creditors’ rights generally and subject to the enforcement of creditors ‘ rights and by general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and - ------------------------------------------ warrants to Administrative Agent and each Lender that:the Bank as set forth below. (a) All representations The execution, delivery and warranties made performance by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents, and of the Credit Documents as amended thereby, to which it the Borrower is or is to be a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents and Credit Documents, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene the Borrower's charter documents or bylaws, (ii) violate any Governmental Rule, (iii) conflict with or result in the breach of, or constitute a default under, any Material Contract, loan agreement, indenture, mortgage, deed of trust or lease, or any other contract or instrument binding on or affecting the Borrower or any of its Organizational properties, the conflict, breach or default of which would be reasonably likely to have a materially adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the ability of the Borrower to perform its obligations under any of the Credit Documents, as amended by the Amendment Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (civ) result in or require the creation or imposi tion of any Lien upon or with respect to any of its assets or the properties except as expressly contemplated or permitted of the Borrower, other than in favor of the Bank. (b) Except for the recording of the Deed of Trust Modification in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents Official Records of San Bernardino, Riverside and (y) such as have been obtained or made and are in full force and effect, to its knowledgeLos Angeles Counties, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party Action is required on for the part of or in its respect in connection with the due execution, delivery or performance by it the Borrower of any Amendment Document, or of any Credit Document or as amended thereby, to consummate any transactions contemplated by which the Borrower is a party. (c) Each of the Amendment Documents. (d) This Amendment is, and each of the other Amendment Credit Documents when duly executed and delivered will beas amended thereby, to which the Borrower is a party constitute legal, valid and binding obligations of itthe Borrower, enforceable against it the Borrower in accordance with their terms respective terms, except as such enforcement the enforceability thereof may be limited by bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws laws affecting creditors' rights generally. (d) Each of general application relating the Collateral Documents, as amended by the Amendment Documents, constitutes a valid and perfected first-priority Lien on the Collateral purported to be covered thereby, enforceable against all third parties in all jurisdictions, and secures the payment of all obligations of the Borrower under the Credit Documents, as amended by the Amendment Documents; and the execution, delivery and performance of the Amendment Documents do not adversely affect the Liens of the Collateral Documents. (e) The unaudited balance sheet of the Borrower as of September 30, 1996 and the related statements of income, retained earnings and cash flows of the Borrower for the 9-month period then ended, certified by the chief financial officer or chief accounting officer of the Borrower, fairly present the financial condition of the Borrower as of such date and the results of the operations of the Borrower for the 9-month period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. Since September 30, 1996 there has been no materially adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower. The Borrower has no contingent liabilities, except as disclosed in such balance sheet or the notes thereto, that would be reasonably likely to have a materially adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower. (f) There is no pending or, to the enforcement knowledge of creditors ‘ rights and by general principles the Borrower, threatened action, suit, investigation, litigation or proceeding affecting the Borrower before any Governmental Person or arbitrator that purports to affect the legality, validity or enforceability of equityany Amendment Document or of any of the Credit Documents as amended thereby.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that, as of the date hereof: (a) All representations Borrower has the right and warranties made power and is duly authorized to enter into this Amendment and all other agreements executed in connection herewith; (b) After giving effect to this Amendment, no Event of Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing; (c) The execution, delivery and performance by Borrower of this Amendment and the other agreements to which Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of Borrower's properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which Borrower is a party or which purports to be binding on Borrower or any of its properties; (d) No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the other agreements executed by Borrower in any connection herewith; (e) This Amendment and the other agreements executed by Borrower in connection herewith have been duly executed and delivered by Borrower and are enforceable against Borrower in accordance with their terms; and (f) All information, reports and other papers and data heretofore furnished to Agent by Borrower in connection with this Amendment, the Loan Document Agreement and Other Agreements are true accurate and correct in all material respects (without duplication of any materiality qualifier contained therein) on and complete insofar as of time may be necessary to give Agent true and accurate knowledge of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) subject matter thereof. Borrower has duly taken all corporate action necessary disclosed to authorize the execution and delivery by it Agent every fact of the Amendment Documents to which it is a party aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of Borrower or the ability of Borrower to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of perform its obligations under such Amendment Documentsthis Amendment, and the consummation Loan Agreement or under any of the transactions contemplated Other Agreements. None of the information furnished to Agent by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach on behalf of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) Borrower contained any material agreement, judgment, license, order misstatement of fact or permit applicable omitted to state a material fact or binding upon it, (b) result in any fact necessary to make the acceleration of any Indebtedness owed by it, statements contained herein or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentstherein not materially misleading. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations and warranties had been made as state of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).its incorporation; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of the transactions contemplated thereby Borrower by its duly authorized officers, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery, and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended September 30, legal2003, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order 3.1. Borrower makes the following representations and warranties to induce each Lender Bank on the date hereof: (i) Borrower has full power and authority to enter into this AmendmentAgreement, Borrower represents to borrow hereunder, to execute and warrants to Administrative Agent deliver any related notes, assignments, mortgages, security agreements, guarantees or other agreements and each Lender that: (a) All representations and warranties made documents executed by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the executionObligations (collectively, delivery or performance the "Borrower Documents"), and to take all other action required of it under this Agreement, all of which has been duly authorized by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsall proper and necessary corporate action, no shareholder action being required. (dii) To the best of Borrower's knowledge, there are no actions, suits or proceedings pending or threatened which, if adversely determined, would materially adversely affect the property, assets, financial condition or business of Borrower, except as set forth on Schedule 3.1 annexed hereto. (iii) This Amendment isAgreement constitutes, and the other Amendment all Borrower Documents when duly executed and delivered will beconstitute, legal, valid and binding obligations of it, Borrower enforceable against it in accordance with their terms respective terms, except as to the extent that enforcement of any such enforcement obligations of Borrower may be limited by bankruptcy, insolvency insolvency, moratorium, reorganization or similar Laws laws of general application relating affecting the rights and remedies of creditors generally. (iv) To the best of Borrower's knowledge, Borrower is not in violation of any terms of (i) any charter, by-law, mortgage, indenture, indebtedness or other instrument or agreement, or (ii) any order, writ, judgment, injunction, decree or demand, or (iii) any statute, rule or regulation, which violation may materially adversely affect the financial condition or properties of Borrower; and the execution and delivery of this Agreement and the Borrower Documents, and the performance thereof is and will be in compliance with each and all of the foregoing terms and will not result in any such violation or result in the creation of any mortgage, lien, charge or encumbrance upon any of the properties or assets of Borrower (except in favor of the Bank), and there is no such term which shall or may forseeably materially adversely affect the financial condition, assets, business or operations of Borrower and its consolidated subsidiaries taken as a whole. (v) Borrower has furnished the Bank consolidated financial statements of Borrower and its subsidiaries audited by PricewaterhouseCoopers, LLP as of December 31, 1997. 3.2. Borrower makes the following representations and warranties to Bank which shall be deemed to be continuing representations and warranties so long as any of the Obligations remain unpaid: (i) Borrower is duly organized, validly existing and in good standing under the laws of Delaware, the jurisdiction in which it was incorporated. (ii) Borrower has the requisite corporate powers to transact the business in which it is engaged and is duly licensed or qualified and in good standing in each jurisdiction in which failure to be so licensed or qualified would materially adversely affect its business or operations. (iii) Borrower has and will continue to have good and marketable title to all of its assets (subject to Permitted Encumbrances). (iv) To the best of Borrower's knowledge, no consent, approval or authorization of, or registration, declaration or filing with, any governmental body or authority or other person or entity is required in connection with the valid execution, delivery or performance of this Agreement or any of the Borrower Documents (other than the approval of the appropriate New York State agency required for the Linked Deposit Program, which approval has been obtained). (v) Borrower has, to the enforcement best of creditors ‘ rights its knowledge, duly filed and will continue to file all tax returns (or appropriate extensions therefor) required to be filed in any jurisdiction, if any, including, without limitation, all federal income tax returns, and has duly paid all taxes shown as being due thereon and all other taxes, assessments and governmental charges on Borrower's assets and incomes which are due and payable, excluding any tax, assessment or charge which Borrower is contesting in good faith and by general principles of equityappropriate proceedings.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants as of the date hereof and on the Fourth Amendment Effective Date to Administrative the Agent and each Lender that: (a) All Borrower (i) has the power and authority, and the legal right, to make, deliver and perform this Amendment and (ii) has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment; (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by Borrower in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (c) This Amendment (i) has been duly executed and delivered on behalf of Borrower and (ii) constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) The execution, delivery and performance of this Amendment will not result in a violation by Borrower of any Requirement of Law or any Contractual Obligation of Borrower and will not result in, or require, the creation or imposition of any Lien on any of its Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (e) After giving effect to the amendments set forth herein, the representations and warranties made by Borrower in any Loan Document Party in or pursuant to the Loan Documents are true and correct accurate as of the date hereof with the same force and effect as if such had been made on and as of the date hereof; (f) Borrower is in compliance in all material respects (without duplication of any materiality qualifier contained therein) on with all terms and as of time of provisions set forth in the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.; and (dg) This Amendment is, No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order a. The execution, delivery and performance by each Borrower of this Amendment has been duly authorized by all necessary corporate action and this Amendment is a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforcement thereof may be subject to induce each Lender to enter into this Amendment(i) the effect of any applicable bankruptcy, Borrower represents insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and warrants to Administrative Agent and each Lender that:(ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (a) All b. Each of the representations and warranties made by Borrower contained in any Loan Document are the Credit Agreement and the Security Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had been made as of on the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as representations and warranties expressly relate to an earlier date; and c. Neither the execution, delivery and performance of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) this Amendment by each Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize nor the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyhereby does or shall contravene, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of of, or violate (i) any provision of (i), to its knowledge, any Lawsuch Borrower's certificate or articles of incorporation or bylaws, (iiiii) its Organizational Documentsany law or regulation, or any order or decree of any court or government instrumentality, or (iii) any material agreementindenture, judgmentmortgage, licensedeed of trust, order lease, agreement or permit applicable other instrument to which such Borrower or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets Subsidiaries is a party or properties by which such Borrower or any of its Subsidiaries or any of their property is bound, except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) any such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating case to the enforcement extent such conflict or breach has been waived by a written waiver document, a copy of creditors ‘ rights and by general principles of equitywhich has been delivered to Agent on or before the date hereof.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and ------------------------------------------ warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower is a limited liability company organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations jurisdiction indicated at the beginning of this Amendment and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, all other jurisdictions in which case such representation or warranty shall the failure to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).so qualified reasonably could be expected to constitute a Material Adverse Change; (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery, and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of this Amendment and the Amendment Loan Documents to which it is a party, the performance as amended hereby, are within Borrower's limited liability company powers, have been duly authorized by it of its obligations under such Amendment Documents, all necessary limited liability company action and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (ai) violate any provision of federal, state, or local law or regulation applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, violate or result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision material contractual obligation of (i), to its knowledge, any LawBorrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of its assets Borrower, other than Permitted Liens, or properties except as expressly contemplated (iv) require any approval of Borrower's members or permitted in any approval or consent of any Person under any material contractual obligation of Borrower; (c) The execution, delivery, and performance by Borrower of this Amendment and the Loan Documents. Except (x) Documents to which it is a party, as expressly contemplated in the Amendment Documents amended hereby, do not and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitwill not require any registration with, consent, approval, authorization or order approval of, and no or notice to to, or filing withother action with or by, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; (d) This Amendment isand each other Loan Document to which Borrower is a party, and the all other Amendment Documents documents contemplated hereby and thereby, when duly executed and delivered by Borrower will be, legal, be the legally valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar Laws of general application laws relating to the enforcement or limiting creditors' rights generally; and (e) After giving effect to this Amendment, no Default or Event of creditors ‘ rights and by general principles of equityDefault is existing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent Lender each of the following with respect to each Loan made hereunder (and each Lender thatthe related Project, Project Company and Collateral) as evidenced by a Loan Schedule, on the Closing Date of such Loan: 6.1. General representation and warranties: (i) each of this Loan Agreement, the Project Agreement, the Site Agreement, the Performance Agreement and the other Transaction Documents (as hereinafter defined) executed by Parent or Project Company in connection with such Loan has been duly authorized, executed and delivered by Parent or Project Company, and constitutes a legal, valid and binding agreement and obligation of each Borrower enforceable according to its terms; (ii) the Note has been duly authorized, executed and delivered by the Parent and each Loan Schedule has been duly authorized, executed and delivered by the applicable Project Company and each constitute a legal, valid and binding agreement and obligation of such Parent or Project Company, as the case may be, enforceable according to its terms; (iii) neither (a) All representations the execution and warranties made delivery of this Loan Agreement, the Project Agreement, the Performance Agreement, ESW Policy (if any) and the Notice relating to such Loan, if any, the Site Agreement, if any, the Finance Documents and any purchase documents with respect to the System relating to such Loan (collectively the “Transaction Documents”) nor (b) the issuance of the Note evidencing such Loans, nor (c) the consummation of the transactions herein contemplated nor the fulfillment of, or compliance with, the terms and provisions hereof, of any other Transaction Document or of the Note, will conflict with, or result in a breach of or violation by Borrower of any law or any of the terms, conditions or provisions of its organizational documents (as amended through the date of each Loan Schedule) of Borrower, or of any bond, debenture, note, mortgage, indenture, or other agreement or instrument to which Borrower is a party or by which it or its properties are bound, or constitute (or with the giving of notice or the passage of time or both will constitute) a default thereunder, or result in the creation or imposition of any lien, charge, security interest or other encumbrance of any nature whatsoever upon the Collateral pursuant to the terms of any such agreement or instrument other than the security interest granted to Lender pursuant to Section 3 of this Loan Agreement and except for the rights of Customer under the Project Agreement; (iv) Parent and Project Company are limited liability companies duly organized and validly existing under the laws of Delaware, with its chief executive office and principal place of business located at 000 Xxxxxxxxxx Xxxxxx, Suite 2180, San Francisco, CA 94104, and will at all times validly exist and maintain good standing; (v) each Project Agreement for which funding is provided hereunder shall be in a form approved by Lender in its sole discretion; (vi) on such date the applicable Borrower either (a) owns or (b) holds, and will assign to Lender, a perfected, first priority security interest in, the subject Collateral in each case free and clear of all security interests, liens and encumbrances whatsoever, except for Permitted Liens; (vii) Lender will have, upon the giving of value and the filing of appropriate financing statements against Borrower, a duly perfected first priority security interest in all of the Collateral, subject to any Permitted Liens; (viii) the security interests in the Collateral granted to the Lender pursuant hereto and to the Finance Documents: (a) constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest and lien under each applicable Uniform Commercial Code, and (b) are, and, with respect to such subsequently acquired property, will be, as to Collateral perfected under each applicable Uniform Commercial Code, superior and prior to the rights of all third persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise. All action as is necessary has been taken to establish and perfect the Lender’s rights in and to, and the priority of its lien on, the Collateral, including any recording, filing, registration, delivery to the Lender, giving of notice or other similar action. The Security Documents and financing statements relating thereto have been duly filed or recorded in each office and in each jurisdiction where required in order to create and perfect the lien and security interest described above and the priority thereof. The Collateral has not suffered any loss, substantial damage, destruction, attachment, levy, garnishment, taking or commencement of any proceeding there against, or which could result in any attachment, levy garnishment or taking. (ix) no other security interest has been or will be granted by Borrower with respect to the Collateral and the income and proceeds therefrom; (x) the Project Agreement related to such Loan, the Site Agreement and the Performance Agreement are genuine, legal and valid, have been duly authorized, executed and delivered by Customer and/or Servicer, as the case may be, and constitute a legal, valid and binding agreement and obligation of Customer or Servicer, as the case may be, enforceable according to its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity; (xi) the copies of the Project Agreement in respect of such Loan, the Site Agreement, the Performance Agreement and each other Transaction Document in respect of such Loan Document delivered by Borrower to Lender on or prior to the date of such Loan are true and correct copies of such documents, each of which is in full force and effect and has not been amended, modified or terminated in any respect through the date hereof; (xii) all financial information and statements and all other documents, certificates or other writings delivered pursuant hereto, including, without limitation all data reports with respect to the applicable Project and exposure limits, do not contain any untrue statement of a material respects (without duplication of fact or omit to state any materiality qualifier contained therein) on and as of time material fact necessary to make the statements therein not misleading in light of the effectiveness hereof circumstances under which they were made. With respect to the forecasts, estimates, pro forma information, projections and statements as if such representations to anticipated future performance or conditions, and warranties had been made the assumptions on which they were based, Borrower warrants that as of the time of date made (a) such forecasts, estimates, pro forma information, projections and statements were based on good faith assumptions made at the effectiveness hereof time, and (except b) such assumptions were believed to the extent be reasonable; it being understood and agreed that such representation forecasts, estimates, pro forma information, projections and statements, and the assumptions on which they are based, may or warranty was made as of a specific date, in which case such representation or warranty shall may not prove to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)correct. (xiii) there is no payment under the applicable Project Agreement or Performance Agreement which is past due as of the Closing Date for such Loan pursuant to the terms of the Project Agreement or the Performance Agreement, as the case may be, nor have there been any payments made in advance on account of the payments due under the Project Agreement or the Performance Agreement, and to the best of Borrower’s knowledge, Customer is not in default under any of its obligations under the Project Agreement and Servicer is not in default under any of its obligations under the Performance Agreement; (xiv) each System has been delivered to and accepted by Customer, except with respect to Interim Funding Loans, which Project Company reasonably expects shall be accepted by Customer on or prior to the expiration of the Interim Funding Period; (xv) Customer has not notified Borrower and Borrower has no reason to believe that (a) Project Company is in default under any of its obligations under the Project Agreement, or (b) any item of System is not functioning properly, or (c) Customer intends not to pay any amount which is due or which will become due, or will not satisfy any obligation required to be performed by it, under the Project Agreement, and which in the case of (a) or (b) above, could reasonably be expected to materially and adversely affect the Saved Energy Commitment Payments, the value of the Collateral or the business or financial condition of Borrower, or give rise to a right of Customer to terminate all or a portion of the Project Agreement; (xvi) Servicer has not notified either Borrower and Borrower has no reason to believe, that (a) Borrower is in default under any of its obligations under the Performance Agreement, or (b) Servicer intends not to pay any amount which is due or which will become due, or will not satisfy any obligation required to be performed by it, under the Performance Agreement; (xvii) there are no setoffs, counterclaims, or defenses on the part of Customer to pay any amounts due under the Project Agreement for such Loan or on the part of Servicer to pay any amounts due under the Performance Agreement; (xviii) the Saved Energy Commitment Payments and other payments due under the Project Agreement for such Loan and/or the ESW Policy (if any) or Performance Agreement are sufficient to pay the scheduled installments of principal of and interest on such Loan as such installments come due on a non-accelerated basis; (xix) the Early Termination Fees based on the projections of Actual Saved Energy set forth in the Project Agreement, and other payments due under the Project Agreement for such Loan and/or the ESW Policy (if any) or Performance Agreement are sufficient to pay the full amount of principal of and interest on such Loan upon a termination event as contemplated by the Project Agreement; (xx) there is no litigation or governmental proceeding pending or, to Parent or Project Company’s knowledge, threatened against Parent or Project Company or any Collateral which could reasonably be expected to materially and adversely affect the Saved Energy Commitment Payments, the value of the Collateral or the business or financial condition of Borrower; (xxi) Borrower has duly taken all corporate action necessary requisite permissions, licenses, registrations and permits required to authorize conduct its business under the execution and delivery by it laws of the Amendment United States and any state or foreign country in which they conduct business. The foregoing constitute all of the authorizations required by any Entity for the operation of Borrower’s business now or hereafter conducted, and all have such authorizations have been validly issued and are in full force and effect. To the best knowledge of Parent or Project Company, no event has occurred which could cause a revocation or termination of any such authorization or which could cause a Material Adverse Effect on the Collateral relating to such Loan or business of Borrower; (xxii) the remaining term of, and the Saved Energy Commitment Payments remaining due under the Addendum are fully and accurately set forth on the applicable Loan Schedule. 6.2. Representations and warranties as to each Project Company owning a Project for which a Loan is being made on the Closing Date: (i) Project Company is a single purpose entity, formed for the sole purpose of constructing, developing, owning, operating and maintaining Projects and Project assets. Project Company shall not trade, carry on any business or own any assets, nor incur any liabilities except for any liabilities under the Transaction Documents to which it is a party and Project Costs in the ordinary course of business and pursuant to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderapplicable law. (cii) The execution shares or membership interests of Project Company have been duly and delivery by Borrower validly authorized and issued, are fully paid non-assessable and, is not subject to any option to purchase or similar rights or convertible into or exchangeable for, any Beneficial Interests in Project Company. The constitutional documents of the Amendment Project Company do not restrict or inhibit any transfer of such Beneficial Interests and the Parent is the sole owner of the Beneficial Interests of the Project Company free and clear or any lien (except for Permitted Liens). (iii) Project Company (a) does not have any Indebtedness, and (b) has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a lien, in each case except as may be created hereunder. (iv) Project Company has good, valid and marketable title to, or valid leases or licenses of, all properties and required to conduct its business and all the Project assets necessary to operate the Project, except where the failure to have such title or leases or licenses would not reasonably be expected to result in, a Material Adverse Effect. (v) Project Company does not trade, carry on any business, own any assets, nor has it incurred any liabilities except for: (a) the provision of Services under the Project Agreement and obligations under the Performance Agreement; (b) any liabilities under the Transaction Documents to which it is a partyparty and the relevant operating expenses in the ordinary course of business; and (c) any liabilities under and in respect of finance documents evidencing any Loans. (vi) The execution, the delivery and performance by it the Project Company of its obligations under such Amendment Documents, a Loan Schedule hereto and the consummation of the transactions contemplated by such Amendment Documents, other Finance Documents to which it is a party do not and will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any lien (other than Permitted Liens) in respect of any property of the Project Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents of the Project Company, or any other agreement or instrument to which the Project Company is bound or by which the Borrower or any of its properties may be bound or affected, (b) conflict with, violate with or result in a breach of any provision of (i)the terms, to its knowledge, conditions or provisions of any Law, (ii) its Organizational Documents, or (iii) any material agreementorder, judgment, licensedecree, order or permit ruling of any court, arbitrator or Governmental Authority applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, Project Company or (c) result in or require the creation violate any provision of any Lien upon statute or other rule or regulation of any Governmental Authority applicable to the Project Company. (vii) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Parent, threatened against or affecting Project Company or any of its assets property or properties except any Project assets, in any court or before any arbitrator of any kind or before or by any Governmental Authority, except, such actions, suits, investigations or proceedings as expressly contemplated could not, individually or permitted in the Loan Documents. Except aggregate, reasonably be expected to have a Material Adverse Effect. (viii) Project Company is not (a) in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (b) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (ix) The Parent has no subsidiaries other than the Project Companies and other subsidiaries that develop, own and operate Projects. (x) Project Company is solvent and able to pay its debts as expressly contemplated in they mature and shall not be rendered insolvent, undercapitalized or unable to pay maturing debts as a result of the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it disbursement of any Amendment Document Loan proceeds. Project Company is not subject to any bankruptcy, reorganization, arrangement, insolvency or other similar proceedings All representations and warranties set forth in this Section 6 to consummate the effect that any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, agreement is a legal, valid and binding obligations of it, instrument enforceable against it in accordance with their its terms except are subject, as such enforcement may be limited to the enforceability of remedies, to limitations imposed by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar Laws of general application laws relating to or affecting the enforcement of creditors ‘ creditors’ rights and by general principles of equitygenerally.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended December 31, legal1999, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower is a limited liability company organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations jurisdiction indicated at the beginning of this Amendment and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, all other jurisdictions in which case such representation or warranty shall the failure to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).so qualified reasonably could be expected to constitute a Material Adverse Change; (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery, and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of this Amendment and the Amendment Loan Documents to which it is a party, the performance as amended hereby, are within Borrower's limited liability company powers, have been duly authorized by it of its obligations under such Amendment Documents, all necessary limited liability company action and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (ai) violate any provision of federal, state, or local law or regulation applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, violate or result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision material contractual obligation of (i), to its knowledge, any LawBorrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of its assets Borrower, other than Permitted Liens, or properties except as expressly contemplated (iv) require any approval of Borrower's members or permitted in any approval or consent of any Person under any material contractual obligation of Borrower; (c) The execution, delivery, and performance by Borrower of this Amendment and the Loan Documents. Except (x) Documents to which it is a party, as expressly contemplated in the Amendment Documents amended hereby, do not and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitwill not require any registration with, consent, approval, authorization or order approval of, and no or notice to to, or filing withother action with or by, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; (d) This Amendment isand each other Loan Document to which Borrower is a party, and the all other Amendment Documents documents contemplated hereby and thereby, when duly executed and delivered by Borrower will be, legal, be the legally valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar Laws of general application laws relating to the enforcement or limiting creditors' rights generally; and (e) After giving effect to this Amendment, no Default or Event of creditors ‘ rights and by general principles of equityDefault exists.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent that as of the date hereof and as of the date of execution of each Lender that: Note: (a) All representations the address stated above is the chief place of business and warranties made by chief executive office of Borrower, Borrower’s full and accurate legal name is as stated above and the information describing Borrower in any Loan Document are true and correct set forth under Borrower’s signature below is accurate in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). respects; (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby either (i) an individual and the performance sole proprietor of its obligations thereunder. (c) The execution business which is located at the address set forth above and delivery by Borrower of doing business only under the Amendment Documents to which it is a partynames disclosed herein, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) a limited liability company or corporation duly organized and validly existing in good standing under the laws of the state of its Organizational Documentsorganization or incorporation, or (iii) any material agreementa general or limited partnership organized under the laws of the state of its principal place of business set forth in this Agreement and the individual general partner executing this Agreement has the full authority to represent, judgment, license, order or permit applicable to or binding upon it, (b) result sign for and bind Borrower in the acceleration of any Indebtedness owed by it, or all respects; (c) the execution, delivery and performance of this Agreement, each Note, each Collateral Schedule and all related instruments and documents (i) have been duly authorized by all necessary action on the part of Borrower, (ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Borrower except such as have been duly obtained, and (iii) do not contravene any law, governmental rule, regulation or order binding on or applicable to Borrower, or contravene the operating agreement, charter or by-laws of Borrower, or constitute a default under, or result in or require the creation of any Lien lien or encumbrance upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (d) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, entered into constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their terms except terms; (e) there are no actions or proceedings to which Borrower is a party, and there are no threatened actions or proceedings of which Borrower has knowledge, before any governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (f) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any agreement which, either individually or in the aggregate, would adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (g) the financial statements of Borrower (copies of which have been furnished to KEF) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such enforcement may be limited by bankruptcystatements, insolvency and since the date of such statements there has been no material adverse change in such conditions or similar Laws operations, (h) the Equipment is, and shall at all times remain, fully removable personal property notwithstanding any affixation or attachment to real property or improvements, (i) Borrower is, and will continue to be, the sole owner of general application relating the Collateral and shall at all times keep the Collateral free and clear from all liens and encumbrances of any kind or nature other than those created by, through or under KEF, (j) it has good, valid and marketable title to the enforcement Collateral, (k) the security interest in the Collateral granted to KEF hereunder, when properly perfected by filing, shall constitute a valid and perfected first priority security interest in the Collateral; (l) the loan is for commercial and business purposes and the Collateral will be used solely for such purposes and not for personal, family, or household purposes, (m) the Collateral is not subject to, and Borrower will not grant or permit to exist, any liens or claims on or against the Collateral whether senior, superior, junior, subordinate or equal to the security interest granted to KEF hereby, or otherwise, (n) neither the Borrower nor, to the Borrower’s knowledge, any director, officer, agent, employee or affiliate of creditors ‘ rights the Borrower is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and (o) the Borrower will not directly or indirectly use the proceeds of the Agreement, or lend, contribute or otherwise make available such proceeds to any affiliate or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by general principles of equityOFAC.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: that (a) All no Default exists under the Agreement, other than the Existing Defaults; (b) the representations and warranties made by of Borrower contained in any Loan Document are the Agreement were true and correct in all material respects (without duplication of any materiality qualifier contained therein) on when made and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except continue to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication on the date hereof with the exception of any materiality qualifier contained thereinSection 4(a)(vi) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to Loan Agreement, which it is a party and to authorize the consummation hereby qualified by Borrower’s disclosure of the transactions contemplated thereby and the performance existence of its obligations thereunder. an adversarial proceeding in bankruptcy court with Linens ‘N Things regarding a claim of preferential payment; (c) The execution the execution, delivery and delivery performance by Borrower of the this Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated hereby are within the corporate power of Borrower and have been duly authorized by such Amendment Documentsall necessary corporate action on the part of Borrower, do not and will not (a) conflict require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrower is named or any provision of the charter documents of Borrower and do not result in a breach of or constitute a default under any provision of (i), agreement or instrument to its knowledge, any Law, (ii) its Organizational Documents, which Borrower is a party or (iii) any material agreement, judgment, license, order by which it or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. bound; (d) This this Amendment is, and constitutes the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations obligation of itBorrower, enforceable against it Borrower in accordance with their terms except as such enforcement may its terms; (e) all payroll taxes required to be limited by bankruptcy, insolvency withheld from the wages of Borrower's employees have been paid or similar Laws deposited when due; (f) it is entering into this Amendment freely and voluntarily with the advice of general application relating legal counsel of its own choosing; and (g) it has freely and voluntarily agreed to the enforcement of creditors ‘ rights releases, waivers and by general principles of equity.undertakings set forth in this Amendment. Waiver and Amendment - Aerogrow International

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower is a limited liability company organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations jurisdiction indicated at the beginning of this Consent and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, all other jurisdictions in which case such representation or warranty shall the failure to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by Borrower has duly taken all corporate action necessary to authorize of this Consent and the execution and delivery by it of the Amendment Loan Documents to which it is a party are within Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company action and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (ai) violate any provision of federal, state, or local law or regulation applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, violate or result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision material contractual obligation of (i), to its knowledge, any LawBorrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of its assets Borrower, other than Permitted Liens, or properties except as expressly contemplated (iv) require any approval of Borrower’s members or permitted in any approval or consent of any Person under any material contractual obligation of Borrower; (c) The execution, delivery, and performance by Borrower of this Consent and the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents to which it is a party do not and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitwill not require any registration with, consent, approval, authorization or order approval of, and no or notice to to, or filing withother action with or by, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; (d) This Amendment isConsent and each other Loan Document to which Borrower is a party, and the all other Amendment Documents documents contemplated hereby and thereby, when duly executed and delivered by Borrower will be, legal, be the legally valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar Laws of general application laws relating to or limiting creditors’ rights generally; (e) No Liens on the enforcement PCMC Equipment exist other than the Lien of creditors ‘ rights and by general principles Agent; and (f) No Default or Event of equityDefault exists.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and ------------------------------------------ warrants to Administrative Agent and each Lender that, as of the date hereof: (a) All representations Borrower has the right and warranties made power and is duly authorized to enter into this Agreement and all other agreements executed in connection herewith; (b) No Event of Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing; (c) The execution, delivery and performance by Borrower of this Amendment and the other agreements to which Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its Articles of Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of Borrower's properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which Borrower is a party or which purports to be binding on Borrower or any of its properties; (d) No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the other agreements executed by Borrower in any connection herewith; (e) This Amendment and the other agreements executed by Borrower in connection herewith have been duly executed and delivered by Borrower and are enforceable against Borrower in accordance with their terms; and (f) All information, reports and other papers and data heretofore furnished to Agents by Borrower in connection with this Agreement, the Loan Document Agreement and Other Agreements are true accurate and correct in all material respects (without duplication of any materiality qualifier contained therein) on and complete insofar as of time may be necessary to give Agents true and accurate knowledge of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) subject matter thereof. Borrower has duly taken all corporate action necessary disclosed to authorize the execution and delivery by it Agents every fact of the Amendment Documents to which it is a party aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of Borrower or the ability of Borrower to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of perform its obligations under such Amendment Documentsthis Amendment, and the consummation Loan Agreement or under any of the transactions contemplated Other Agreements. None of the information furnished to Agents by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach on behalf of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) Borrower contained any material agreement, judgment, license, order misstatement of fact or permit applicable omitted to state a material fact or binding upon it, (b) result in any fact necessary to make the acceleration of any Indebtedness owed by it, statements contained herein or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentstherein not materially misleading. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender the Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the Restated Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)hereof. (b) Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations hereunder and thereunder. Borrower is duly authorized to borrow funds under the Credit Agreement. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such the various Amendment Documents, do not and will not (ai) conflict with, violate or result in a breach of with any provision of (i), to its knowledge, 1) any Law, (ii2) the organizational documents of any Restricted Person or any of its Organizational DocumentsAffiliates, or (iii3) any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person or any of its Affiliates, (bii) result in the acceleration of any Indebtedness owed by itany Restricted Person or any of its Affiliates, or (ciii) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person or any of its Affiliates except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Loan Documents and (y) such as have been obtained or made and are disclosed in full force and effect, to its knowledgethe Disclosure Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing filing, registration or qualification with, any Governmental Authority 004726 000020 DALLAS 1786529.2 Tribunal or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered each of the Amendment Documents and the Credit Agreement will be, be a legal, valid and binding obligations obligation of iteach Restricted Person which is a party hereto or thereto, enforceable against it in accordance with their its terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights creditors' rights. (e) The financial statements and by general principles reports of equityBorrower required to be delivered to each Lender pursuant to Section 6.1(b) of the Credit Agreement for the Fiscal Quarter ended May 31, 2004 fairly present Borrower's Consolidated financial position at the date thereof and the Consolidated results of Borrower's operations for the Fiscal Quarter ended on such date. Since May 31, 2004 no Material Adverse Change has occurred. All of such financial statements and reports of Borrower were prepared in accordance with GAAP, and copies of such financial statements and reports of Borrower have heretofore been delivered to each Lender. (f) To the knowledge of Borrower, the financial statements and reports of Master Partnership required to be delivered to each Lender pursuant to Section 6.1(d) of the Credit Agreement for the Fiscal Quarter ended May 31, 2004 fairly present Master Partnership's Consolidated financial position at the date thereof and the Consolidated results of Master Partnership's operations for the Fiscal Quarter ended on such date. Since May 31, 2004 no Material Adverse Change has occurred. All of such financial statements and reports of Master Partnership were prepared in accordance with GAAP, and copies of such financial statements and reports of Master Partnership have heretofore been delivered to each Lender.

Representations and Warranties of Borrower. In order to induce each Lender Agent and Lenders to enter into this Amendment, Borrower represents and warrants as of the date on which this Amendment becomes effective to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)hereof. (b) Each Restricted Person is duly authorized to execute and deliver each Loan Document to which it is a party and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents each Loan Document to which it is a party and to authorize the consummation performance of the transactions contemplated thereby obligations of it hereunder and the performance of its obligations thereunder. (c) The execution and delivery by Borrower each Restricted Person of the Amendment Loan Documents to which it is a party, the performance by it each Restricted Person of its obligations under such Amendment Documentshereunder and thereunder, and the consummation of the transactions contemplated by such Amendment Documents, hereby and thereby do not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to its knowledgestatute, rule or regulation or of the articles of incorporation and bylaws of any Law, (ii) its Organizational DocumentsRestricted Person, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien, charge or encumbrance upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof any Restricted Person. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeduly obtained, no permit, consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the executionexecution and delivery by any Restricted Person of the Loan Documents to which it is a party, delivery or performance by it of any Amendment Document or to consummate any the transactions contemplated by the Amendment Documentshereby and thereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and each Loan Document (as amended or affected by this by the Amendment) will be, legal, valid be a legal and binding obligations instrument and agreement of iteach Restricted Person that is a party thereto, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or and similar Laws of general application relating laws applying to the enforcement of creditors ‘ creditors' rights generally and by general principles of equityequity applying to creditors' rights generally. (e) The audited annual financial statements of Borrower dated as of March 31, 2002 and the unaudited quarterly financial statements of Borrower dated as September 30, 2002 fairly present the financial position at such dates and the statement of operations and the changes in financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since March 31, 2002, no material adverse change has occurred in the financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender SIMA that: (a) All representations Borrower has full power and warranties made by Borrower in any Loan Document are true authority to execute and correct in all material respects (without duplication of any materiality qualifier contained deliver this Agreement and the SIMA Notes, to borrow hereunder and to incur and perform the obligations provided for herein or therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has The execution, delivery and performance of this Agreement and the SIMA Notes by Borrower, the borrowings by it hereunder, and the incurrence and performance of the obligations provided for herein or therein (i) have been duly taken authorized by all requisite corporate action necessary to authorize of Borrower, (ii) do not require the execution and delivery by it approval of the Amendment Documents stockholders of Borrower, and (iii) will not (a) violate any law or regulation or the certificate of incorporation or by-laws of Borrower, (b) violate or constitute (with due notice or lapse of time or both) a default under any provision of any indenture, agreement, license or other instrument to which it Borrower is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which it or any of its obligations thereunderproperties may be bound or affected, (c) violate any order of any court, tribunal or governmental agency binding upon Borrower or any of its properties, or (d) result in the creation or imposition of any lien or encumbrance of any nature whatsoever upon any assets or revenues of Borrower. (c) The execution No authorizations, approvals and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order consents of, and no notice to or filing filings and registrations with, any Governmental Authority governmental or third party is required on the part of regulatory authority or in its respect in connection with agency are necessary for the execution, delivery or performance by it Borrower of any Amendment Document this Agreement or to consummate any transactions contemplated by the Amendment DocumentsSIMA Notes or for the validity or enforceability hereof or thereof. (d) This Amendment is, Agreement and the other Amendment Documents when duly executed and delivered will be, SIMA Notes constitute the legal, valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityrespective terms.

Representations and Warranties of Borrower. In order to induce each Lender to enter into consideration of the execution and delivery of this AmendmentAmendment by Agent and Lenders, Borrower hereby represents and warrants to Administrative in favor of Agent and each Lender thatLenders as follows: (a) All representations the execution, delivery and warranties made by Borrower in any Loan Document are true performance of this Amendment and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of hereunder are (i), to its knowledge, any Law) all within Borrower's corporate powers, (ii) its Organizational Documentshave been duly authorized, or (iii) any material agreementare not in contravention of law or the terms of Borrower's certificate of incorporation, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itby-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound and (civ) do not result in or require the creation or imposition of any Lien upon or with respect to any of the properties of Borrower or any of its assets or properties except as expressly contemplated or permitted Subsidiaries (other than Liens in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part favor of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Agent); (db) This this Amendment ishas been duly authorized, and the other Amendment Documents when duly validly executed and delivered will be, by one or more authorized signatories of Borrower and constitutes the legal, valid and binding obligations obligation of itBorrower, enforceable against it Borrower in accordance with their its terms; (c) the execution, delivery and performance of this Amendment does not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over Borrower that has not already been obtained; (d) no Default or Event of Default exists under the Loan Agreement or the other Financing Agreements; (e) as of the date hereof and after giving effect to this Amendment, all representations and warranties of Borrower and Guarantors set forth in the Loan Agreement and the other Financing Agreements are true, correct and complete in all material respects; and (f) all Financing Agreements to which Borrower is a party, including, without limitation, the Loan Agreement, constitute valid and legally binding obligations of Borrower and are enforceable against Borrower in accordance with the terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equitythereof.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Fifth Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower Xxxxxxxx has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Fifth Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Bank to enter into this AmendmentAgreement and to make or extend Loans as contemplated hereby, Borrower represents and warrants to Administrative Agent Bank, each of which representations and each Lender warranties is deemed to be material, that: (a) All representations Each Obligor which is a corporation is duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the laws of the State of Georgia, and correct has full right, power and authority to conduct its business as currently conducted and is qualified to do business in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, jurisdictions in which case such representation or warranty shall be true it conducts its business; Borrower's principal place of business and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)chief executive office is located at the address set forth above. (b) Borrower Each Obligor has duly taken all corporate action necessary full right, power and authority to authorize enter into the execution and delivery by it of the Amendment Loan Documents to which it or he is a party and to authorize the consummation of consummate the transactions contemplated thereby and has taken all necessary action to authorize the execution, delivery and performance of its obligations thereundersuch Loan Documents and the documents contemplated to be executed and delivered thereby. (c) The execution execution, delivery and delivery performance by Borrower each Obligor of the Amendment Loan Documents to which it such Obligor is a party, party have been duly authorized by all requisite action on the performance by it part of its obligations under such Amendment Documents, Obligor and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (ai) violate any provision of such Obligor's articles of incorporation, by-laws, partnership agreement or other organizational documents, or any law, judgment, order or ruling of any court or governmental agency, or (ii) be in conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsof, or (iii) constitute, following notice or lapse of time or both, a default under any material mortgage, indenture, security agreement, judgmentcontract or other instrument, license, order agreement or permit applicable undertaking to which any Obligor is a party or which purports to be binding upon it, (b) result in the acceleration of on any Indebtedness owed by it, Obligor or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in property. (d) This Agreement and each of the Loan Documents. Except (x) Documents constitutes or will constitute upon execution thereof the legal, valid and binding obligation of the party executing the same, enforceable against it or him in accordance with its terms, and each Obligor possesses all permits, memberships, franchises, contracts, licenses, trademark rights, trade names, patents, and other authorizations necessary to enable it or him to conduct its or his business operations as expressly contemplated in the Amendment Documents now conducted, and (y) such as have been obtained or made no filing with, and are in full force and effect, to its knowledge, no permit, consent, approval, authorization permission, authorization, order or order license of, and no notice to any individual, entity, or filing withgovernmental authority, any Governmental Authority bureau or third party agency is required on the part of or in its respect necessary in connection with the execution, delivery delivery, performance, validity or performance by it enforceability of any Amendment Document or to consummate any transactions contemplated by the Amendment Loan Documents. (de) This Amendment isExcept as disclosed in a letter from Lender to Borrower of even date herewith, there is no litigation, action, proceeding or investigation pending or threatened before any court or administrative or governmental agency that may, individually or collectively, adversely affect the financial condition or business operations of any Obligor or any of its or their properties or assets or that questions the validity of any action taken or to be taken by any Obligor pursuant to or in connection with the transactions contemplated by this Agreement, nor does Borrower know or have any reasonable grounds to know the basis for the institution of such litigation, action, proceeding or investigation. (f) The most recent financial statements of each Obligor delivered to Bank are preliminary drafts that are not yet complete, but to Borrower's best knowledge, are correct and fairly and accurately present the financial condition of such Obligor and the other Amendment Documents when duly executed results of operations as of such date and delivered will be, legal, valid for such period to which such statements relate and binding obligations of it, enforceable against it have been prepared in accordance with their terms generally accepted accounting principles applied in a manner consistent with any financial statement previously furnished to Bank, except as noted in such enforcement may statements. Since the date of those most recent financial statements of each Obligor, there has been no material adverse change in the financial condition of such Obligor and, after due inquiry, there exists no material liability or obligation, direct or indirect, fixed or contingent, assertable against such Obligor that is not reflected in its most recent financial statements or in the notes thereto. (g) All federal, state and other tax returns of Borrower required by law to be limited by bankruptcyfiled have been completed in full and have been duly filed with the appropriate governmental agency. All taxes, insolvency assessments and withholdings shown on such returns or similar Laws billed to Borrower have been paid, and Borrower maintains adequate reserves and accruals in respect of general application relating all such federal, state and other taxes, assessments and withholdings. There are no unpaid assessments pending or threatened against Borrower for any taxes or withholdings, and Borrower knows of no basis therefor; and no waivers of the Statute of Limitations have been granted to the enforcement Commissioner of creditors ‘ rights and Internal Revenue or any other taxing authority by general principles Borrower. (h) The minimum funding standards of equitySection 302 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), have been met at all times with respect to all "plans" (if any) of each Obligor to which such standards apply; no Obligor has made a "partial withdrawal" or a "complete withdrawal" from any "multi- employer plan"; no "reportable event" or "prohibited transaction" has occurred with respect to any such "plan" (as all quoted terms are defined in ERISA); no Obligor has incurred any material liability to the Pension Benefit Guaranty Corporation established under ERISA in connection with any "plan."

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants as of the date hereof and on the First Amendment Effective Date to Administrative the Agent and each Lender that: (a) All Borrower (i) has the power and authority, and the legal right, to make, deliver and perform this Amendment and (ii) has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment; (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by Borrower in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (c) This Amendment (i) has been duly executed and delivered on behalf of Borrower and (ii) constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) The execution, delivery and performance of this Amendment will not result in a violation by Borrower of any Requirement of Law or any Contractual Obligation of Borrower and will not result in, or require, the creation or imposition of any Lien on any of its Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (e) After giving effect to the amendments set forth herein, the representations and warranties made by Borrower in any Loan Document Party in or pursuant to the Loan Documents are true and correct accurate as of the date hereof with the same force and effect as if such had been made on and as of the date hereof; (f) Borrower is in compliance in all material respects (without duplication of any materiality qualifier contained therein) on with all terms and as of time of provisions set forth in the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a party, ; (g) The CP Acquisition constitutes a Qualified Investment and is permitted under the performance by it terms of its obligations under such Amendment Documents, the Loan Documents (as amended hereby) and the consummation of First Lien Loan Documents (as the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect same may be amended in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Amendment); and (dh) This Amendment is, No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations and warranties had been made as state of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).its incorporation; (b) Borrower has Haxxxx Xatural is duly taken all corporate action necessary to authorize organized, validly existing and in good standing under the execution and delivery by it laws of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance state of its obligations thereunder.incorporation; (c) The execution and delivery by Borrower Each Guarantor of the Amendment Indebtedness is duly organized, validly existing and in good standing under the laws of the state of its incorporation; (d) Borrower has the legal power and authority, to own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the legal power and authority to execute and perform this Agreement, the Note and/or the Loan Documents to borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to do any and all other things required of it hereunder; and this Agreement, the Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, shall be its valid and binding obligations legally enforceable in accordance with their terms; (e) The execution, delivery and performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by all requisite corporate action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the articles of incorporation, bylaws or other operating agreements of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except of Borrower; (f) The balance sheet of Haxxxx Xatural as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, provided to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect Bank by Borrower in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Haxxxx Xatural provided to Bank for the period ended December 31, legal2005, valid and binding obligations fairly present the financial condition of it, enforceable against it Haxxxx Xatural in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles (“GAAP”) consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (g) There is not pending nor, to the best of creditors ‘ rights Borrower’s knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower --------- ------------------------------------------ represents and warrants to the Lenders and Administrative Agent and each Lender that:as set forth below. (a) All The execution, delivery and performance by Borrower of this Amendment and the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval not heretofore obtained of any director, stockholder, security holder or creditor of Borrower, (ii) violate or conflict with any provision of Borrower's Articles of Incorporation, (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or leased or hereafter acquired by Borrower, (iv) violate any Laws applicable to Borrower or (v) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement to which Borrower is a party or by which Borrower or any of its Property is bound or affected. (b) No authorization, consent, approval, order license or permit from, or filing, registration or qualification with, any Governmental Authority is or will be required to authorize or permit under applicable Law the execution, delivery and performance by Borrower of this Amendment and the Credit Agreement, as amended hereby. (c) Each of this Amendment and the Credit Agreement, as amended hereby, has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. (d) The representations and warranties made by of Borrower contained in any Loan Document Section 8 of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as though made on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof Effective Date (except to the extent that such representation or warranty was made as of a specific representations and warranties expressly refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific earlier date). (be) Borrower has duly taken all corporate action necessary to authorize No Default or Event of Default exists or would result from the execution and delivery by it effectiveness of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderthis Amendment. (cf) The execution Borrower agrees to perform such acts and delivery by Borrower of the Amendment Documents to which it is a partyduly authorize, the performance by it of its obligations under such Amendment Documentsexecute, acknowledge, deliver, file, and the consummation of the transactions contemplated by record such Amendment Documentsadditional documents and certificates as Administrative Agent may reasonably request in order to create, do not and will not (a) conflict withperfect, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order ofpreserve, and no notice to or filing withprotect those guaranties, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment isassurances, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityLiens.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such the various Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, ) any LawLaw in any material respect, (ii) its the Organizational DocumentsDocuments of any Restricted Person, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) result in the acceleration of any Indebtedness owed by itany Restricted Person, or (c) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person except as expressly contemplated or permitted in the Loan Documents. Except (xi) as expressly contemplated in the Amendment Loan Documents and (yii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of a Restricted Person in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document to which it is a party or to consummate any transactions contemplated by the Amendment Documentsthereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Restricted Person that is a party hereto or thereto, enforceable against it such Restricted Person in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and conveyance or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity. (e) The audited annual Consolidated financial statements of Borrower dated as of December 31, 2013 fairly present, in all material respects, Borrower’s Consolidated financial position at the date(s) thereof and the Consolidated results of Borrower’s operations and Borrower’s Consolidated cash flows for the period(s) thereof. Since the date of such audited annual Consolidated financial statements no Material Adverse Change has occurred, except as reflected in Section 5.6 of the Disclosure Schedule. All such financial statements were prepared in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of any unaudited financial statements.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants to the Administrative Agent and each Lender thatthe Lenders that as at the Effective Time and as repeated in accordance with the terms hereof: (a) All representations the Borrower and warranties made by Borrower each Restricted Subsidiary has been duly incorporated or formed and is in any Loan Document are true good standing under the legislation governing it, and correct is duly registered and has the powers, permits, and licenses required to operate its business or enterprise and to own, manage and administer its property in all material respects (without duplication each jurisdiction in which the nature of any materiality qualifier contained therein) material business carried on and as by it or the character of time of the effectiveness hereof as if any material property owned or leased by it makes such representations and warranties had been made as of the time of the effectiveness hereof (registration necessary, except to the extent that failure to have such representation or warranty was made as of powers, permits and licenses could not reasonably be expected to have a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).Material Adverse Effect; (b) Borrower has duly taken all corporate action necessary to authorize this Agreement constitutes, the execution Security, the Documents and delivery by it related documents constitute, legal, valid, and binding obligations of the Amendment Documents to which it Borrower and any Restricted Subsidiary who is a party to such documents, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, or similar laws affecting creditors' rights generally and to authorize the consummation availability of the transactions contemplated thereby and the performance of its obligations thereunder.equitable remedies; (c) The execution the Borrower and delivery by Borrower of each Restricted Subsidiary has the Amendment Documents right to which it is a partypledge, charge, mortgage, or lien its assets in accordance with the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions Security contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Agreement; (d) This Amendment isthe Borrower and each of the Restricted Subsidiaries has the right to guarantee the Obligations and Hedging Obligations and has the right to pledge, and the other Amendment Documents when duly executed and delivered will becharge, legalmortgage, valid and binding obligations of it, enforceable against it or lien its assets in accordance with their the Security contemplated by this Agreement; (e) the Borrower and each Restricted Subsidiary is presently in good standing under, and will duly perform and observe, all terms except as such enforcement may be limited by bankruptcyof all documents, insolvency agreements, and instruments affecting or similar Laws of general application relating to the enforcement assets of creditors ‘ rights and by general principles of equity.the Borrower or Restricted Subsidiary, as the case may be, except to the extent failure to be in good standing or perform or observe could not reasonably be expected to have a Material Adverse Effect;

Representations and Warranties of Borrower. In order to induce each Lender Agent and Lenders to enter into this Amendment, Borrower represents and warrants as of the date on which this Amendment becomes effective to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)hereof. (b) Each Restricted Person is duly authorized to execute and deliver each Loan Document to which it is a party and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents each Loan Document to which it is a party and to authorize the consummation performance of the transactions contemplated thereby obligations of it hereunder and the performance of its obligations thereunder. (c) The execution and delivery by Borrower each Restricted Person of the Amendment Loan Documents to which it is a party, the performance by it each Restricted Person of its obligations under such Amendment Documentshereunder and thereunder, and the consummation of the transactions contemplated by such Amendment Documents, hereby and thereby do not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to its knowledgestatute, rule or regulation or of the articles of incorporation and bylaws of any Law, (ii) its Organizational DocumentsRestricted Person, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien, charge or encumbrance upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof any Restricted Person. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeduly obtained, no permit, consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the executionexecution and delivery by any Restricted Person of the Loan Documents to which it is a party, delivery or performance by it of any Amendment Document or to consummate any the transactions contemplated by the Amendment Documentshereby and thereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and each Loan Document (as amended or affected by this by the Amendment) will be, legal, valid be a legal and binding obligations instrument and agreement of iteach Restricted Person that is a party thereto, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or and similar Laws of general application relating laws applying to the enforcement of creditors ‘ creditors' rights generally and by general principles of equityequity applying to creditors' rights generally. (e) The audited annual financial statements of Borrower dated as of March 31, 2001 and the unaudited quarterly financial statements of Borrower dated as June 30, 2001 fairly present the financial position at such dates and the statement of operations and the changes in financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since March 31, 2001, no material adverse change has occurred in the financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: warrants, as of the date hereof, that (a) All representations Borrower is duly organized and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific datevalidly existing, in which case such representation or warranty shall be true and correct in all material respects (without duplication good standing under the laws of any materiality qualifier contained therein) as of such specific date). Delaware; (b) Borrower has duly taken all corporate action necessary to authorize the execution execution, delivery and delivery by it performance of the Amendment Documents to which it is a party and to authorize Loan Documents: (1) have been duly authorized by all necessary corporate or partnership action on the consummation part of Borrower, (2) do not require the transactions contemplated thereby and the performance approval of its obligations thereunder. (c) The execution and delivery by any stockholder, partner, trustee, holder of any Indebtedness of Borrower of the Amendment Documents to which it is a partyor Governmental Approval, the performance by it of its obligations under except such Amendment Documentsas have been duly obtained, and the consummation of the transactions contemplated by such Amendment Documents, (3) do not and will not (a) conflict withcontravene any law, violate governmental rule, regulation or order now binding on Borrower, or the charter or by-laws, partnership agreement, articles of organization, operating agreement or other governing document of Borrower, or contravene the provisions of, or constitute a default under, or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien (other than in favor of Lender) upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (c) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgewhen entered into, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their the terms except thereof; (d) there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, in any such case which, either individually or in the aggregate, would have a Material Adverse Effect on Borrower; (e) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any installments under any agreement which, either individually or in the aggregate, would have a Material Adverse Effect on Borrower; (f) the audited financial statements of K-Sea and its consolidated subsidiaries dated as of June 30, 2005, and the unaudited financial statements of K-Sea and its consolidated subsidiaries as of and for the six (6) months ended December 31, 2005, copies of which have been furnished to Lender, have been prepared in accordance with GAAP consistently applied, and fairly present K-Sea’s and its consolidated subsidiaries, financial condition and the results of its operations as of the date of and for the period covered by such enforcement may be limited by bankruptcystatements (subject, insolvency or similar Laws in the case of general application relating unaudited financial statements, to usual year-end adjustments), and since the enforcement of creditors ‘ rights and by general principles of equity.date

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and ------------------------------------------ warrants to Administrative Agent that (a) Borrower is a corporation duly organized and each Lender thatvalidly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Agreement and all related instruments and documents: (a1) All representations and warranties made have been duly authorized by Borrower in any Loan Document are true and correct in all material respects necessary corporate action on the part of Borrower, (without duplication 2) do not require the approval of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation stockholder, partner, trustee, or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication holder of any materiality qualifier contained therein) obligations of Borrower except such as of such specific date). (b) Borrower has have been duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documentsobtained, and the consummation of the transactions contemplated by such Amendment Documents, (3) do not and will not (a) conflict withcontravene any law, violate governmental rule, regulation or order now binding on Borrower, or the charter or by-laws of Borrower, or contravene the provisions of, or constitute a default under, or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien or encumbrance upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (c) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgewhen entered into, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their the terms thereof; (d) there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect the financial condition of Borrower, or the ability of Borrower to perform its obligations under the Loan Documents; (e) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any installments under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; (g) the financial statements of Borrower (copies of which have been furnished to KEF) have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), and fairly present Borrower's financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations; (h) the address stated above is the chief place of business and chief executive office, or in the case of individuals, the primary residence, of Borrower; (i) Borrower does not conduct business under a trade, assumed or fictitious name, except as set forth in Schedule 1; (j) this Agreement creates a valid first priority security interest in the Collateral securing payment and performance of the Secured Obligations and all filings and other action necessary to perfect such enforcement may security interest have been taken or shall be limited by bankruptcypromptly taken; (k) Borrower has filed or has caused to have been filed all Federal, insolvency or similar Laws of general application relating state and local tax returns which, to the enforcement knowledge of creditors ‘ rights Borrower, are required to be filed, and has paid or caused to have been paid all taxes as shown on such returns or on any assessment received by it, to the extent that such taxes have become due, unless and to the extent only that such taxes, assessments and governmental charges are currently contested in good faith and by general principles appropriate proceedings by Borrower and adequate reserves therefor have been established as required under GAAP and, to the extent Borrower believes it advisable to do so, Borrower has set up reserves which are believed by Borrower to be adequate for the payment of equityadditional taxes for years which have not been audited by the respective tax authorities; (l) except as previously disclosed in writing to KEF, neither Borrower nor any of its officers or directors (if a corporation), partners (if a partnership) or members or managers (if a limited liability corporation) has, directly or indirectly, any financial interest in the Supplier, and (m) Borrower is not in violation of any Applicable Law, the violation of which would have a material adverse effect on the conduct of its business, and Borrower has obtained any and all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its properties and the conduct of its business; and (n) none of the proceeds of the loan made by KEF will be used, directly or indirectly, by Borrower for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any "margin stock" within the meaning of Regulation U (12 CFR Part 221), of the Board of Governors of the Federal Reserve System (herein called "margin stock") or for any other purpose which might make the transactions contemplated herein a "purpose credit" within the meaning of Regulation U, or cause this Agreement to violate any other regulation of the Board of Governors of the Federal Reserve System or the Securities Exchange Act of 1934 or the Small Business Investment Act of 1958, as amended, or any rules or regulations promulgated under any of such statutes.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants to Administrative Agent and each Lender thatthe Investor as follows: (a) All Each of the representations and warranties made by the Borrower in any Loan Document are the Original Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and the date hereof with the same effect as of time of the effectiveness hereof as if though such representations and warranties had been made as of on the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)date hereof. (b) There is no Default or Event of Default existing under the Original Agreement. (c) The Borrower has duly all requisite corporate power and authority to enter into this Amendment No. 1 and to issue the New Note, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. (d) The Borrower has taken all corporate action necessary to authorize the its execution and delivery by it of this Amendment No. 1 and the Amendment Documents to which it is a party New Note, the performance of its obligations hereunder and to authorize the thereunder, and its consummation of the transactions contemplated thereby hereby and thereby. This Amendment No. 1 and the performance New Note have been executed and delivered by an officer of its the Borrower in accordance with such authorization. This Amendment No. 1 (and the Original Agreement as amended hereby) and the New Note constitute valid and binding obligations thereunderof the Borrower, enforceable in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity. (ce) The execution and delivery by the Borrower of the this Amendment Documents to which it is a partyNo. 1, the performance by it of its obligations under such Amendment Documents, New Notes and the Acquisition Agreement, its consummation of the transactions contemplated by such Amendment Documentshereby and thereby, do not and its compliance with the provisions hereof and thereof, will not (ai) conflict with, violate or result in a breach of conflict with any provision of (i), to its knowledge, any LawCharter or By-laws, (ii) its Organizational Documentsviolate, conflict with, or (iii) give rise to any material right of termination, cancellation, or acceleration under any agreement, judgmentsecurity, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itpermit, or (c) result in instrument to which the Borrower or require the creation any of any Lien upon its subsidiaries is a party, or to which it or any of its assets is subject, (iii) violate or properties except as expressly contemplated conflict with any law, statute, rule or permitted in regulation or any order of any court or other governmental agency binding upon the Loan Documents. Except Borrower or any of its subsidiaries, or (xiv) as expressly contemplated in the Amendment Documents and require any consent, approval or other action of, notice to, or filing with any entity or person (y) such as governmental or private), other than those which have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsmade. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order As of the Effective Date, to ------------------------------------------ induce each Lender the Agent and the Lenders to enter into this AmendmentAgreement, the Borrower hereby represents and warrants to Administrative the Agent and each Lender that: the Lenders that (a) All representations Borrower and warranties made each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to perform its obligations under this Agreement, (b) the execution, delivery and performance of this Agreement has been duly authorized by all requisite action on the part of the Borrower and each of its Subsidiaries and does not and will not violate the articles or certificate of incorporation, bylaws, or other governance documents or agreements of the Borrower or any of its Subsidiaries, or any other agreement to which the Borrower or any of its Subsidiaries is a party, or any law, rule or regulation, or any order of any court, governmental authority or arbitrator by which the Borrower or any of its Subsidiaries or any of their respective properties is bound, (c) this Agreement constitutes the valid and legally binding obligation of the Borrower and each of the Subsidiaries party hereto enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally, (d) no corporate action or authorization, approval, consent or other action, except such corporate action or authorization as has already been obtained, and no notice to or filing with any governmental or regulatory authority or any third party is required for the due execution, delivery or performance of this Agreement or any transaction contemplated hereby, (e) each representation and warranty of the Borrower and each of its Subsidiaries contained in the Credit Agreement and the other Loan Document are Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific relates specifically to an earlier date). , (bf) neither Borrower nor any Subsidiary has duly taken all corporate action necessary any defenses to authorize payment, counterclaim or rights of set-off with respect to the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment DocumentsObligations, and (g) except for the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgeSpecified Default, no permit, consent, approval, authorization Default or order of, and no notice to or filing with, any Governmental Authority or third party Event of Default has occurred which is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentscontinuing. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender the Lenders that, as of the date hereof: (ai) All representations it has all requisite power and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except authority to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party enter into this Agreement and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of carry out its obligations under such Amendment Documentsthis Agreement; the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by such Amendment Documentsthis Agreement have been duly authorized by all necessary action on the part of Borrower; this Agreement has been duly executed and delivered by it and is the valid and binding obligation of Borrower, do not and enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors’ rights; (ii) neither the execution nor delivery of this Agreement nor the performance by Borrower of its obligations under this Agreement, nor the consummation of the transactions contemplated by this Agreement, will not (a) conflict with any of the Borrower’s organizational documents of Borrower; (b) conflict with, violate or result in a breach of, or constitute a default (or an event which would, with the passage of any provision time or the giving of (i)notice or both, constitute a default) under, or give rise to its knowledgea right to terminate, amend, modify, abandon or accelerate, any Lawcontract, agreement, promissory note, lease, indenture, instrument or license to which Borrower is a party or by which Borrower’s assets or properties may be bound or affected; (iic) its Organizational Documentsviolate or conflict with and federal, state or (iii) any material agreementlocal law, statute, ordinance, rule, regulation, order, judgment, licensedecree or arbitration award which is either applicable to, order or permit applicable to or binding upon it, or enforceable against Borrower; (b) result in the acceleration of any Indebtedness owed by it, or (cd) result in or require the creation or imposition of any Lien liens, security interests, options or other charges or encumbrances (“Liens”) upon any of its assets or properties except as expressly contemplated with respect to the Collateral other than the Liens created hereby; or permitted in (e) require the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, order or authorization or order of, and no notice to or the registration, declaration or filing with, any Governmental Authority federal, state or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.local government entity; and (diii) This Amendment isit is the legal and beneficial owner of, and has good and marketable title to (and full right and authority to assign), the other Amendment Documents when duly executed Collateral, free and delivered will beclear of all liens, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating subject to the enforcement of creditors ‘ rights and by general principles of equityPermitted Encumbrances.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower ------------------------------------------ represents and warrants to Administrative Agent and each Lender that: Creditors, as an inducement to Creditors' entering into this Agreement, that (a) All no default or event of default exists under the Credit Documents, except for Stipulated Defaults that are in existence on the date hereof; (b) subject to the existence of the Stipulated Defaults, the representations and warranties made by of Borrower contained in any Loan Document are the Credit Documents were true and correct in all material respects (without duplication of any materiality qualifier contained therein) on when made and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except continue to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize on the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. date hereof; (c) The execution the execution, delivery and delivery performance by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, this Agreement and the consummation of the transactions contemplated hereby are within the corporate power of Borrower and have been duly authorized by such Amendment Documentsall necessary corporate action on the part of Borrower, do not and will not (a) conflict with, violate require any approval or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority Authority, do not violate any provisions of any Applicable Law or third party any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrower is required on named or any provision of the part organization documents of Borrower and do not result in a breach of or in constitute a default under any agreement or instrument to which Borrower is a party or by which it or any of its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. properties are bound; (d) This Amendment is, and this Agreement constitutes the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations obligation of itBorrower, enforceable against it Borrower in accordance with their terms except as such enforcement may its terms; (e) all Payroll Taxes required to be limited by bankruptcy, insolvency withheld from the wages of Borrower's employees have been paid or similar Laws deposited when due; (f) Borrower is entering into this Agreement freely and voluntarily with the advice of general application relating to the enforcement legal counsel of creditors ‘ rights and by general principles of equity.his or its own choosing;

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants to Administrative Agent and each Lender thathereby: (a) All reaffirms all representations and warranties made by Borrower in any to Agent and Lenders under the Loan Document Agreement and all of the Other Documents and confirms that all are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness date hereof (except to the extent that any such representation or warranty was made as of representations and warranties specifically relate to a specific date, in which case such representation or warranty shall be representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such other specific date).; (b) Borrower has duly taken reaffirms all corporate action necessary to authorize the execution and delivery by it of the covenants contained in the Loan Agreement (as amended hereby) and all of the Other Documents, covenants to abide thereby until all Advances, Obligations and other liabilities of Borrower to Agent and Lenders under the Loan Agreement and all of the Other Documents of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders; (c) represents and warrants that no Default or Event of Default has occurred and is continuing under the Loan Agreement or any of the Other Documents; (d) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary or corporate action, and that the officers executing this Amendment Documents on its behalf were similarly authorized and empowered, and that this Amendment does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery or by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.bound; and (de) This represents and warrants that this Amendment isis valid, binding and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms respective terms, except as such enforcement enforceability may be limited by any applicable bankruptcy, insolvency insolvency, moratorium or similar Laws of general application relating to the enforcement of creditors ‘ laws affecting creditors’ rights and by general principles of equitygenerally.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, a. Borrower represents and warrants to Administrative Agent and each Lender thatCo‑Lenders as follows: (a1) All representations Xxxxxxxx has not voluntarily transferred, conveyed or assigned its interest in the Project, the Personal Property, the Intangibles or the Leases and warranties made by Deposits other than the liens and security interests in favor of Co‑Lenders, shown in Exhibit J attached; (2) The subject transaction is not intended to hinder or delay any entity to which Borrower in any Loan Document are true is or shall become indebted to; and correct in all material respects (without duplication of any materiality qualifier contained therein) on and Borrower shall not become insolvent as of time a result of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).subject transaction; (b3) Xxxxxxxx sought and received advice of independent legal counsel of its choice in connection with this Agreement and the transactions contemplated herein; (4) The Project and Borrower's use thereof do not violate any applicable covenant, condition or restriction or any applicable statute, ordinance, regulation, order, permit, rule, or agreement or law, including without limitation any building, zoning, hazardous or toxic waste, health or environmental restriction or governmental requirement; (5) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it not received any notice of the Amendment Documents to which it is a party and to authorize existence of any violation of any applicable covenant, condition or restriction or any applicable statute, ordinance, regulation, order, permit, rule or law, including without limitation, any building, zoning or environmental restriction or requirement concerning the consummation use, construction, maintenance, repair, replacement, operation or occupancy of the transactions contemplated thereby and the performance of its obligations thereunder.Project; (c6) The execution and delivery by There are no obligations of Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance Project which will be binding upon Co‑Lenders after Closing except the Leases listed in Exhibit D and leases not listed on Exhibit D but entered into by it Borrower prior to Closing in the ordinary course of any Amendment Document or to consummate any transactions contemplated business and approved in writing by the Amendment Documents.Co‑Lenders; (d7) This Amendment isExcept as disclosed in Exhibit J attached, there are no assessments for public improvements pending or existing or, to Borrower's knowledge after due investigation, threatened with respect to the Project; (8) All persons and entities supplying material, labor or equipment to the Project have been paid or will be paid by Co‑Lenders pursuant to this Agreement; except as disclosed in Exhibit J attached, there are no actual or alleged claims of lien with respect to the Project; and there are no outstanding contracts for any improvements to the Project which have not been fully paid and performed in accordance with the terms thereof or which have not been identified herein; (9) No person or entity is entitled to occupy or use the Project except under the terms of the Leases; (10) The sole general partners in Borrower are ________________, a Washington corporation, _______________ ("____") and __________________ ("_____"). The sole shareholders in ____________ are ____________ and ____________. The sole general partners in ____________ are ____________ and ____________, and the sole limited partners in ____________ are ____________, ____________, and ____________. The sole general partners in the ____________ are ____________ and ____________, and the sole limited partners in ____________ are ____________, ____________ , ____________ and ____________; (11) All Loan proceeds disbursed to Borrower during the term of the Loan have been used to pay the Project costs and expenses for which such funds were disbursed and all revenues from the operation of the Project have been used to pay legitimate Project costs and expenses as required by the Loan Documents; (12) Other than the accounts payable listed in Exhibit I attached, Borrowers are aware of no other Amendment Documents when duly executed creditors which are owed money in connection with the construction, operation or management of the Project other than those listed on Exhibits 1‑2, none of which are being assumed or paid by Co‑Lenders; and (13) All business and delivered will beoccupation taxes, legalsales taxes, valid excise taxes and binding obligations other taxes of itany kind and nature, enforceable against it due and payable in accordance connection with their terms except the construction, operation and management of the Project (other than real property taxes and assessments as such enforcement may be limited shown on Exhibit J attached) have been paid by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityXxxxxxxx.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower (i) is a corporation duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the laws and correct regulations of the jurisdiction of its formation, (ii) is duly licensed, qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has all material respects (without duplication of any materiality qualifier contained therein) requisite power and authority to own, hold or lease and operate its properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) The execution, delivery and performance by Borrower has duly taken all corporate action necessary to authorize of this Agreement, the execution Note and delivery by it of the Amendment Documents each other Loan Document to which it is or is to be a party and to authorize party, the consummation of the transactions contemplated hereby and thereby and the performance of its obligations thereunder. (c) The execution and delivery compliance by Borrower of with the Amendment Documents to which it is a partyterms, the performance conditions and provisions hereof and thereof, are within Borrower’s powers, have been duly authorized by it of its obligations under such Amendment Documentsall necessary corporate action, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene Borrower’s Organizational Documents, (ii) its Organizational Documentsviolate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, demand, determination or award, (iii) any material agreement, judgment, license, order conflict with or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itbreach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting Borrower or any of the mortgaged properties or (civ) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of its assets the properties of Borrower. Borrower is not in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or properties except award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is reasonably likely to have a Material Adverse Effect. (c) Except as expressly contemplated already made or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgeobtained, no permitlicense, consent, approval, authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery delivery, recordation, filing or performance by Borrower of this Agreement, the Note or any other Loan Document to which it is or is to be a party, or for the consummation of any Amendment Document or to consummate any the transactions contemplated hereby, (ii) the grant by Borrower of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Amendment Collateral Documents (including the first priority nature thereof), or (iv) the exercise by Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for items (iii) and (iv) above for which a blanket UCC-1 financing statement is required. (d) This Amendment Agreement has been, and the Note and each other Loan Document when delivered hereunder will have been, duly executed and delivered by Borrower, for good and valuable consideration. This Agreement is, and the Note and each other Amendment Documents Loan Document when duly executed and delivered hereunder will be, the legal, valid and binding obligations obligation of itBorrower, enforceable against it the Borrower in accordance with their its terms, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (e) The unaudited Consolidated balance sheet of LNR Property Corporation (“LNR”) and its Subsidiaries as at August 31, 2003, and the related Consolidated statement of income and Consolidated statement of cash flows of LNR and its Subsidiaries for the nine month period then ended, fairly represent in all material respects the Consolidated financial condition of LNR and its Subsidiaries as at such date and the Consolidated results of the operations of LNR and its Subsidiaries for the period ended on such date, all in accordance with GAAP (subject to year-end audit adjustments), and since August 31, 2003, there has been no Material Adverse Change. (f) No information, exhibit or report furnished by Borrower to Lender in connection with the negotiation of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (g) Except for any Disclosed Litigation, there is no action, suit, investigation, litigation, arbitration or proceeding affecting Borrower, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note or any other Loan Document or the consummation of the transactions contemplated hereby. (h) No proceeds of the Advances will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (i) Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of the Advances will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (j) Borrower is not and will not be an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, and the assets of Borrower do not and will not constitute “plan assets” of one or more such plans for purposes of Title I of ERISA. (k) Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA and transactions by or with the Borrower are not and will not be subject to state statutes applicable to Borrower regulating investments of and fiduciary obligations with respect to governmental plans. (l) Borrower is not (i) an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to any other Law that purports to restrict or regulate its ability to borrow money. (m) Borrower is not a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (n) When recorded or filed with the appropriate governmental offices, and when the documents comprising the related Legal File have been delivered to the Custodian, and the related Advance has been made, the Collateral Documents create a valid and perfected first priority lien on and security interest in all right, title and interest of the Borrower in, to and under the Collateral. Borrower is the legal and beneficial owner of, and has good title to, the Collateral free and clear of any Lien or other impediment to transfer, except for the liens and security interests created or permitted under the Loan Documents. (o) Borrower has filed, has caused to be filed or has been included in all tax returns (federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties, for which the failure to file or pay would have a Material Adverse Effect. (p) Borrower is Solvent. (q) The Borrower’s jurisdiction of organization is the State of Delaware and the location of Borrower’s principal place of business and chief executive office is at the address set forth in Section 9.02. (r) Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Internal Revenue Code. (s) Borrower is not a party to any collective bargaining agreements. (t) Borrower will obtain each Advance as such enforcement principal for its own account. (u) Borrower has not dealt with any broker, investment banker, agent, or other Person (other than Lender or an Affiliate of Lender) who may be limited entitled to any commission or compensation in connection with any Advance or otherwise in connection with any of the Loan Documents. On the date of each Advance, Borrower shall be deemed to repeat each the foregoing representations and warranties made by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityit.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained thereinexcept where qualified by materiality, in which case, true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained thereinexcept where qualified by materiality, in which case, true and correct in all respects) as of such specific datedate and except that the representations and warranties contained in subsections (a) of Section 5.6 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.2). (b) Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such the various Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of any Restricted Person, or (iii) any material agreement, the judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) result in the acceleration of any Indebtedness owed by itany Restricted Person, or (c) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person except as expressly contemplated or permitted in the Loan Documents. Except (xi) as expressly contemplated in the Amendment Loan Documents and (yii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of a Restricted Person in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document to which it is a party or to consummate any transactions contemplated by the Amendment Documentsthereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Restricted Person that is a party hereto or thereto, enforceable against it such Restricted Person in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Sixth Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower Bxxxxxxx has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Sixth Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this AmendmentAgreement, Borrower represents Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants to Administrative Agent and each Lender thatagrees as follows: (a) All representations Borrower has full power and warranties made authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by Borrower in all proper and necessary action. No consent or approval of Borrower, and no consent, approval, filing or registration with or notice to any Loan Document are true and correct in all material respects (without duplication governmental authority is required as a condition to the validity of this Agreement or the performance of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as obligations of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)Borrower hereunder. (b) Borrower Any default under the Note, if any, has duly taken all corporate action necessary not been, is not hereby, and shall not be deemed to authorize be waived by Lender, expressly, impliedly, through course of conduct or otherwise except upon full satisfaction of Borrower’s obligations under the execution Note and delivery this Agreement. The agreement of Lender to refrain from exercising any rights and remedies by it reason of the Amendment Documents to which it is any existing default or any future default shall not constitute a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderwaiver of, consent to, or condoning of, any existing or future default. (c) The execution All understandings, representations, warranties and delivery by recitals contained or expressed in this Agreement are true, accurate, complete, and correct in all respects; and no such understanding, representation, warranty, or recital fails or omits to state or otherwise disclose any material fact or information necessary to prevent such understanding, representation, warranty, or recital from being misleading. Borrower acknowledges and agrees that Lender has been induced in part to enter into this Agreement based upon Lender’s justifiable reliance on the truth, accuracy, and completeness of the Amendment Documents to which it is a partyall understandings, representations, warranties, and recitals contained in this Agreement, the performance by it recitals being deemed to be part of its obligations under such Amendment Documentsthis Agreement and are incorporated hereby. There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date hereof which would or could materially and adversely affect the understandings of Lender expressed in this Agreement or any representation, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentswarranty, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result recital contained in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsthis Agreement. (d) This Amendment isExcept as expressly set forth in this Agreement, Borrower acknowledges and agrees that neither the execution and delivery of this Agreement nor any of the terms, provisions, covenants, or agreements contained in this Agreement shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Note. (e) Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Agreement and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Loan Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of this Agreement by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted. (f) Borrower hereby acknowledges that it has freely and voluntarily entered into this Agreement after an adequate opportunity and sufficient period of time to review, analyze, and discuss (i) all terms and conditions of this Agreement, (ii) any and all other documents executed and delivered in connection with the transactions contemplated by this Agreement, and (iii) all factual and legal matters relevant to this Agreement and/or any and all such other documents, with counsel freely and independently selected by Borrower (or had the opportunity to be represented by counsel). Borrower further acknowledges and agrees that it has actively and with full understanding participated in the negotiation of this Agreement and all other documents executed and delivered in connection with this Agreement after consultation and review with its counsel (or had the opportunity to be represented by counsel), that all of the terms and conditions of this Agreement and the other documents executed and delivered in connection with this Agreement have been negotiated at arm’s-length, and that this Agreement and all such other documents have been negotiated, prepared, and executed without fraud, duress, undue influence, or coercion of any kind or nature whatsoever having been exerted by or imposed upon any party by any other party. No provision of this Agreement or such other documents shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated, or drafted such provision. (g) There are no proceedings or investigations pending or threatened before any court or arbitrator or before or by, any governmental, administrative, or judicial authority or agency, or arbitrator, against Borrower. (h) There is no statute, regulation, rule, order or judgment and no provision of any mortgage, indenture, contract or other agreement binding on Borrower, which would prohibit or cause a default under or in any way prevent the execution, delivery, performance, compliance or observance of any of the terms and conditions of this Agreement and/or any of the other documents executed and delivered in connection with this Agreement. (i) Set forth on Schedule A is a full and complete list of all Borrower notes issued and outstanding that are convertible into shares of Common Stock, other than notes issued to Lender or to Xxxx Xxxx, which list includes the name of the lender, the date the note was issued, the original principal sum, the date on which the shares receivable upon a conversion became eligible for resale under Rule 144 under the Securities Act of 1933, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to current principal balance on the enforcement of creditors ‘ rights and by general principles of equitynote.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.. 1690117.1:220661:01602 (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Agent and Lenders to enter into this Amendment, Borrower represents and warrants as of the date on which this Amendment becomes effective to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)hereof. (b) Each Restricted Person is duly authorized to execute and deliver each Loan Document to which it is a party and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents each Loan Document to which it is a party and to authorize the consummation performance of the transactions contemplated thereby obligations of it hereunder and the performance of its obligations thereunder. (c) The execution and delivery by Borrower each Restricted Person of the Amendment Loan Documents to which it is a party, the performance by it each Restricted Person of its obligations under such Amendment Documentshereunder and thereunder, and the consummation of the transactions contemplated by such Amendment Documents, hereby and thereby do not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to its knowledgestatute, rule or regulation or of the articles of incorporation and bylaws of any Law, (ii) its Organizational DocumentsRestricted Person, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien, charge or encumbrance upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof any Restricted Person. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeduly obtained, no permit, consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the executionexecution and delivery by any Restricted Person of the Loan Documents to which it is a party, delivery or performance by it of any Amendment Document or to consummate any the transactions contemplated by the Amendment Documentshereby and thereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and each Loan Document (as amended or affected by this Amendment) will be, legal, valid be a legal and binding obligations instrument and agreement of iteach Restricted Person that is a party thereto, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or and similar Laws of general application relating laws applying to the enforcement of creditors ‘ creditors' rights generally and by general principles of equityequity applying to creditors' rights generally. (e) The audited quarterly financial statements of Borrower dated as of December 31, 2000 fairly present the financial position at such dates and the statement of operations and the changes in financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 2000, no material adverse change has occurred in the financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to ---------------------------------------------- induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document delivered on or before the date hereof are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof (except to the extent that the facts upon which such representations are based have been changed by the transactions contemplated herein) as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)date hereof. (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the this Amendment Documents to which it is a party, and the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, do hereby does not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to its knowledgestatute, any Law, (ii) its Organizational Documentsrule or regulation or of the articles of incorporation and bylaws of Borrower, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien, charge or encumbrance upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, execution and delivery or performance by it Borrower of any this Amendment Document or to consummate any the transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors' rights and by general equitable principles of equitygeneral application. (e) The audited annual Consolidated financial statements of Borrower dated as of June 30, 1998 and the unaudited quarterly Consolidated financial statements of Borrower dated as of December 31, 1998 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates, no material adverse change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order Borrower, in addition to induce each Lender to enter into this Amendmentall other representations made and warranties given herein, Borrower represents and warrants to Administrative Agent and each Lender thatBank as follows: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had No condemnation or eminent domain proceeding has been made as of the time of the effectiveness hereof (except commenced or, to the extent that such representation or warranty was made as knowledge of a specific dateBorrower, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)threatened against the Property. (b) Borrower has duly taken all corporate action necessary no knowledge of any notices or violations of federal or state law or municipal ordinances, including without limitation any Environmental Laws, or orders or requirements of any governmental body or authority to authorize whose jurisdiction the execution and delivery by it of the Amendment Documents to which it Property is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereundersubject. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyexecution, the performance by it of its obligations under such Amendment Documentsdelivery, and the consummation performance of the transactions contemplated by such Amendment Documentsthis Agreement, do not the Note, and the Security Documents will not (a) conflict with, violate with or result in a breach of the terms or provisions of any provision of (i)existing law, to its knowledge, any Law, (ii) its Organizational Documentsregulation, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itcourt or governmental body or authority, or (c) result in any other document, instrument, or require the creation of any Lien upon any of its assets agreement to which Borrower is a party or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsbound. (d) This Amendment isAgreement, the Note, and the other Amendment Security Documents when duly to which Borrower is a party will be validly executed and delivered by Borrower and will be, constitute the legal, valid valid, and binding obligations of itBorrower, enforceable against it in accordance with their terms except respective terms. (e) There are no actions or proceedings pending or threatened against Borrower, any real property or project owned by Xxxxxxxx, the Property, other than such as may arise in the ordinary course of business, which may in any manner whatsoever substantially affect the validity, priority, or enforceability of the Agreement, the Note, or the Security Documents, or the construction, use, occupancy, and operation of the Property or any part thereof. (f) To Borrower’s knowledge, there is no fact which Borrower has not disclosed to Bank in writing which materially adversely affects or, so far as Borrower can now foresee, will materially adversely affect the Property or the ability of Borrower to perform any of its obligations arising under this Agreement. (g) All financial information furnished to Bank by Xxxxxxxx, or its representatives with respect to Borrower, in connection with the Loan (i) is complete and correct in all material respects, and (ii) accurately represents the financial condition of Borrower at the date of issuance. Borrower has no material or contingent liability not disclosed to Bank in writing and there is no material lien, claim, charge, or other right of others of any kind (including liens or retained security titles of conditional vendors) or any property of Borrower not disclosed in such enforcement may be limited financial statements or otherwise disclosed to Bank in writing. (h) There has been no Material Adverse Change in the condition, financial or otherwise, of Borrower since the dates of the latest financial statements furnished to Bank by bankruptcyBorrower. Since those dates, insolvency Xxxxxxxx has not entered into any material transaction not disclosed in such financial statements or similar Laws otherwise disclosed to Bank in writing. (i) Borrower currently uses no trade name other than its actual name. For purposes of general application relating this Agreement, Xxxxxxxx’s principal place of business is at its address at 000 X. Xxxx Xx. Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx, 00000. (j) Borrower has good and marketable title to the enforcement Property, and the lien of creditors ‘ rights the Deed of Trust shall be a second position lien, subject only to prior liens in favor of Bank, and those liens and encumbrances disclosed by general principles the Title Company to Bank and accepted by Bank. (k) Borrower validly exists, and is in good standing, as a limited liability company in the State of equityDelaware, and has made, and shall continue to make, all governmental filings necessary to maintain such status. The articles of organization and operating agreement for Borrower that have been delivered to Bank are current and accurate, and they shall not be amended in any material way without Bank’s prior written consent. (l) Borrower shall maintain all depository and operating accounts related to the Property with Bank throughout the term of this Agreement. The above representations and warranties and any representations and warranties made by Borrower in Borrower’s application for the Loan or any loan commitment issued by Bank shall survive the making of any Advance hereunder and will be deemed to have been made each time an Advance is made hereunder.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower (i) is a corporation duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the laws of the jurisdiction of its formation, (ii) is duly qualified and correct in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has all material respects (without duplication of any materiality qualifier contained therein) requisite power and authority to own or lease and operate its properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) The execution, delivery and performance by Borrower has duly taken all corporate action necessary to authorize of this Agreement, the execution Note and delivery by it of the Amendment Documents each other Loan Document to which it is a party and or is to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is be a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated hereby, are within Borrower's powers, have been duly authorized by such Amendment Documentsall necessary corporate action, and do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene Borrower's Organizational Documents, (ii) its Organizational Documentsviolate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) any material agreement, judgment, license, order conflict with or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itbreach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting Borrower or any of the Mortgaged Properties or (civ) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of its assets the properties of Borrower. Borrower is not in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or properties except award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which is reasonably likely to have a Material Adverse Effect. (c) Except as expressly contemplated already made or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization Authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery delivery, recordation, filing or performance by Borrower of this Agreement, the Note or any other Loan Document to which it is or is to be a party, or for the consummation of any Amendment Document or to consummate any the transactions contemplated hereby, (ii) the grant by Borrower of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Amendment Collateral Documents (including the first priority nature thereof), or (iv) the exercise by Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for items (iii) and (iv) above for which a blanket UCC-1 Financing Statement and recording of the Assignment of Mortgage is required. (d) This Amendment Agreement has been, and the Note and each other Loan Document when delivered hereunder will have been, duly executed and delivered by Borrower. This Agreement is, and the Note and each other Amendment Documents Loan Document when duly executed and delivered hereunder will be, the legal, valid and binding obligations obligation of itBorrower, enforceable against it the Borrower in accordance with their terms except its terms. (e) The Consolidated balance sheet of LNR Property Corporation ("LNR") and its Subsidiaries as at November 30, 1997, and the related Consolidated statement of income and Consolidated statement of cash flows of LNR and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of its independent public accountants, which shall be a nationally recognized independent public accountant firm, that such enforcement may be limited statements fairly represent in all material respects the Consolidated financial condition of LNR and its Subsidiaries as at such date and the Consolidated results of the operations of LNR and its Subsidiaries for the period ended on such date, all in accordance with GAAP, and since November 30, 1997, there has been no Material Adverse Change. (f) No information, exhibit or report furnished by bankruptcy, insolvency Borrower to Lender in connection with the negotiation of the Loan Documents or similar Laws of general application relating pursuant to the enforcement terms of creditors ‘ rights the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (g) Except for any Disclosed Litigation, there is no action, suit, investigation, litigation or proceeding affecting Borrower, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, the Note or any other Loan Document or the consummation of the transactions contemplated hereby. (h) No proceeds of the Advances will be used to acquire any equity security of a class that is registered pursuant to SECTION 12 of the Securities Exchange Act of 1934, as amended. (i) Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of the Advances will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock. (j) Borrower is not and will not be an "employee benefit plan" as defined in SECTION 3(3) of ERISA, which is subject to Title I of ERISA, and the assets of Borrower do not and will not constitute "plan assets" of one or more such plans for purposes of Title I of ERISA. (k) Borrower is not and will not be a "governmental plan" within the meaning of SECTION 3(32) of ERISA and transactions by general principles or with the Borrower are not and will not be subject to state statutes applicable to Borrower regulating investments of equityand fiduciary obligations with respect to governmental plans. (l) Borrower is not (i) an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, (ii) a "holding company" or a "subsidiary company" of a "holding company" or an "afflliate" of either a "holding company" or a "subsidiary company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to any other Law that purports to restrict or regulate its ability to borrow money. (m) Borrower is not a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect. (n) When recorded or filed with the appropriate governmental offices, and when and as the related Mortgage Loan Documents have been delivered to the Custodian, the Collateral Documents create a valid and perfected first priority lien on and security interest in the Collateral, securing the payment of the Secured Obligations. Borrower is the legal and beneficial owner of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents. (o) Borrower has filed, has caused to be filed or has been included in all tax returns (federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties, for which the failure to file or pay would have a Material Adverse Effect. (p) Borrower is Solvent. (q) The location of Borrower's principal place of business and chief executive office is at the respective addresses set forth in SECTION 9.02. (r) Borrower is not a "foreign person" within the meaning of /section/ 1445(f)(3) of the Code. (s) Borrower is not a party to any collective bargaining agreements.